Rule 497(e) and (g)
File Nos.: 002-85378
811-3462
SUPPLEMENT TO PROSPECTUS
DATED FEBRUARY 10, 1998
The accompanying Prospectus of The Flex-funds Highlands Growth Fund dated
April 30, 1997 (the "Prospectus") describes on page 6 under the caption
"Investment Objectives and Policies" that the "assets of the Portfolio
representing the health sector will be managed and 'indexed' by the Subadviser
until it selects one or more Sector Advisers, subject to the review and approval
of the Portfolio Trustees, to manage the assets of the Portfolio representing
the health sector."
Effective February 10, 1998, the Subadviser has selected, with the
approval of the Portfolio Trustees, Alliance Capital Management L.P. as Sector
Adviser to manage the assets of the Portfolio representing the health sector.
Accordingly, clause (i) in the seventh paragraph on page 6 of the Prospectus
under the caption "Investment Objectives and Policies" should be deleted and the
following information about Alliance Capital Management L.P. should be added
under the caption "Sector Advisers" which begins on page 10 of the Prospectus:
"ALLIANCE CAPITAL MANAGEMENT L.P. serves as Sector Adviser to the
health sector of the Portfolio. Alliance, a registered investment
adviser, is an international investment manager supervising client
accounts with assets as of December 31, 1997 totaling approximately
$218.7 billion. Alliance provides investment services primarily to
corporate employee benefit funds, public employee retirement systems,
investment companies, foundations, and endowment funds. The general
partner of Alliance, Alliance Capital Management Corporation, is an
indirect subsidiary of, and is controlled by, AXA-UAP, a French
insurance holding company. Raphael L. Edelman, Vice President of
Alliance, is the portfolio manager primarily responsible for the
day-to-day management of those assets of the Portfolio allocated to
Alliance. Mr. Edelman, who has fourteen years of investment
experience, joined Alliance's research department in 1986 as an
analyst after working two years as a manager in Alliance's mutual fund
division. Alliance's principal executive offices are located at 1345
Avenue of the Americas, New York, NY 10105."
The following replaces the last paragraph preceding the caption "Sector
Advisers" on page 10 of the Prospectus:
"The Portfolio has received an exemptive order from the Securities and
Exchange Commission (the "SEC") which permits the Portfolio and the
Subadviser to enter into and materially amend Investment
Sub-subadvisory Agreements with Sector Advisers without such agreements
being approved by the Portfolio's investors or the Fund's shareholders
except for Investment Sub-subadvisory Agreements with an affiliated
person of the Portfolio, the Manager or the Subadviser other than by
reason of such affiliated person serving as an existing Sector Adviser
to the Portfolio. The exemptive order also permits the Portfolio and
the Fund to disclose, on an aggregate basis, the fees paid to Sector
Advisers who are not such affiliated persons. In addition, the
exemptive order includes the condition that within 90 days of the
hiring of any new Sector Advisers, the Manager and the Subadviser will
furnish shareholders of the Fund with an information statement about
the new Sector Adviser and Investment Sub-subadvisory Agreement. Any
changes to the Investment Advisory Contract between the Portfolio and
the Manager or the Investment Subadvisory Agreement among the
Portfolio, Manager and Subadviser will still require shareholder
approval. A majority of the shareholders of the Fund approved the
operation of the Trust in accordance with the exemption at a special
meeting of shareholders held on December 20, 1996."
The following sentence should be added under the caption "The Trust and
Its Management" as the last sentence on page 8 of the Prospectus:
"The Manager and the Subadviser have the ultimate responsibility for
the investment performance of the Portfolio due to the Manager's
responsibility to oversee the Subadviser and the Subadviser's
responsibility to oversee the Sector Advisers and recommend their
hiring, termination and replacement."
