UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Flex-funds
6000 Memorial Drive
P.O. Box 7177
Dublin, Ohio 43017
2. The name of each series or class of securities for which this Form is
filed (if the form is being filed for all series and classes of securities
of the issuer, check the box but do not list series or classes): [ ]
The Total Return Utilities Fund
3. Investment Company Act File Number: 811-3462
Securities Act File Number: 33-88420
4(a). Last day of fiscal year for which this Form is filed: December 31, 1997
4(b). [ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year pursuant to
section 24(f): $ 3,581,278
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $ 1,374,317
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal year
ending no earlier than October 11, 1995
that were not previously used to reduce
registration fees payable to the
Commission: $ 0
(iv) Total available redemption credits [add
Items 5(ii) and 5(iii)]: $ 1,374,317
(v) Net sales - if Item 5(i) is greater than
Item 5(iv) [subtract Item 5(iv) from
Item 5(I)]: $ 2,206,961
(vi) Redemption credits available for use
in future years if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from
Item 5(I)]: $ ( 0 )
(vii) Multiplier for determining registration
fee (See Instruction C.9): x0.000295
(viii) Registration fee due [multiply Item 5(v) by
Item 5(vii)] (enter "0" if no fee is due): = $ 651
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount
of securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before [effective date of rescission
of rule 24e-2], then report the amount of securities (number of shares
or other units) deducted here: 0.
If there is a number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by the issuer in
future fiscal years, then state that number here: 0.
7. Interest due - if this Form is being filed more
than 90 days after the end of the issuer's fiscal
year (see Instruction D):
+ $ 0
8. Total of the amount of the registration fee due
plus any interest due [line 5(viii) plus line 7]:
= $ 651
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository:
March 10, 1998
Method of Delivery:
[X] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
[signature]
DONALD F. MEEDER, SECRETARY/TREASURER
Date: March 10, 1998
* Please print the name and title of the signing officer below the signature.
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<NAME> THE FLEX-FUNDS
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<NAME> THE TOTAL RETURN UTILITIES FUND
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<PERIOD-TYPE> 12-MOS
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<PERIOD-START> JAN-01-1997
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