FLEX FUNDS
N-30D, 2000-03-13
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                                 THE FLEX-FUNDS


                             THE MONEY MARKET FUND


                      1999 ANNUAL REPORT December 31, 1999


                                 THE FLEX-FUNDS
                        P.O. BOx 7177, Dublin, OH 43017
                        (800)325-FLEX www.flexfunds.com
                               [email protected]


<PAGE>


The Flex-funds 1999 Annual Report
THE MONEY MARKET FUND


[PHOTO] Philip A. Voelker, Portfolio Manager

     The Money Market Fund finished 1999 retaining its #1 ranking out of 83
general purpose money market funds for cumulative total return since inception
(March 1985) according to Lipper.* The Fund also continues to rank among the top
10% of all general purpose money market funds for total return for every
12-month period since inception.

     1999 was a year of rising short-term interest rates, but like everything in
the financial world it was not simple and obvious as it developed. 90-day
commercial paper rates started the year at 4.75% and ended the year at 6.00%.
Most of the increase came during the summer and early fall as the Federal
Reserve increased rates, and corporate America pre-funded a large part of their
borrowing needs months before the normal year-end rush. During this period, we
shortened the average maturity of the portfolio to 27 days, in anticipation of
higher rates. As higher rates became available in late summer and early fall,
due to the early rush by companies to borrow, we invested in longer-maturing
paper to "tack down" those higher rates. During this period, our average
maturity once again reached over 80 days.

     In the last several months, we let our average maturity settle to the
60-day range as we waited for the year-end to pass. Interest rates normally tick
up at the end of the year, but this year they were abnormally depressed because
many investors had extra cash on hand as a precaution against potential Y2K
calamities. Short-term interest rates on overnight investments had reached as
low as 3.25% on December 30.

     The market's ability to forecast the need for interest rate adjustments,
and the Federal Reserve's de facto policy of "hinting" at the direction interest
rates may take in the future, have made today's interest rate environment less
volatile and less subject to surprise. We also believe these two factors have
helped to sustain the steady growth of the U.S. economy in recent years. We
continue to structure the portfolio with high quality, first-tier securities,
and strive to provide competitive yields for investors.

* The Money Market Fund ranked among general purpose money market funds for the
time periods as follows: 1 year - #27 out of 339; 5 years - #13 out of 220; 10
years - #5 out of 132. The Investment Advisor waived a portion of its management
fees and/or reimbursed expenses in order to reduce the operating expenses of the
Fund for each period shown above. Without such waivers, the Fund's rankings may
have been lower.


<PAGE>


1999 Performance

FUND RANKINGS among general purpose
money market funds for average annual
total returns as of 12/31/99 per Lipper:

One Year:      #27 out of 339
Five Years:    #13 out of 220
Ten Years:      #5 out of 132


Period and Average Annual Total Returns
as of 12/31/99

                           The Money
                          Market Fund

One Year                     4.96%
Three Years                  5.22%
Five Years                   5.36%
Ten Years                    5.18%

1 Inception Date 3/27/85


Current & Effective Yields
as of 12/31/99

7-day Simple Yield....................................5.49%
7-day Compound Yield..................................5.63%


[GRAPH] The following information was presented as a pie chart:

PORTFOLIO HOLDINGS as of DECEMBER 31, 1999

1) Commercial Paper           56.30%
2) Variable Rate Notes        15.61%
3) Repurchase Agreements      15.28%
4) Corporate Notes             9.26%
5) U.S. Govt. Agency Notes     3.19%


<PAGE>


<TABLE>
                              MONEY MARKET PORTFOLIO
                 Portfolio of Investments as of December 31, 1999

<CAPTION>
                                                           COUPON/YIELD MATURITY  FACE AMOUNT      AMORTIZED COST
                                                           ---------------------  -----------      --------------
 COMMERCIAL PAPER - 56.3%

<S>                                                            <C>      <C>       <C>               <C>
        Allied Signal, Inc.                                    5.69%    02/02/00  $50,000,000       $  49,747,111
        Archer Daniels Midland                                 5.62%    03/15/00   50,000,000          49,422,389
        Bank of America                                        4.25%    01/03/00   20,000,000          19,995,278
        CSW Credit, Inc.                                       5.70%    02/29/00   50,000,000          49,532,917
        DPL, Inc.***                                           5.95%    04/12/00   50,000,000          49,157,083
        Duff & Phelps Utility & Corp.***                       5.97%    05/04/00   11,750,000          11,508,381
        Duff & Phelps Utility & Corp.***                       5.80%    05/17/00    5,000,000           4,889,639
        Eastman Kodak Co.                                      5.75%    01/26/00   50,000,000          49,800,347
        Edison Asset Securities LLC***                         6.02%    02/16/00   30,000,000          29,769,233
        Equilon Enterprises LLC                                5.72%    02/23/00   10,000,000           9,915,789
        Equilon Enterprises LLC                                5.75%    02/16/00   20,000,000          19,853,055
        Ford Motor Credit Co.                                  5.65%    01/12/00   50,000,000          49,913,680
        FPL Group Capital, Inc.***                             5.70%    01/26/00   15,000,000          14,940,625
        General Dynamics Corp.***                              5.92%    03/31/00   25,000,000          24,630,000
        General Electric Capital Corp.                         5.71%    06/14/00   30,000,000          29,214,875
        General Motors Acceptance Corp.                        5.71%    04/28/00   31,575,000          30,984,039
        Johnson & Johnson                                      5.79%    07/05/00   25,000,000          24,252,125
        J.P. Morgan & Co., Inc.***                             5.86%    04/14/00   29,841,000          29,335,825
        Liberty Mutual Capital***                              5.80%    04/19/00   38,586,000          37,908,387
        Mobil ESOP Trust***                                    5.65%    02/29/00   25,000,000          24,768,507
        Southern California Edison Co.                         5.73%    02/11/00   10,000,000           9,934,742

        TOTAL COMMERCIAL PAPER
        (Cost$619,474,027 )                                                                           619,474,027

CORPORATE OBLIGATIONS - 25.2%

        Albertson's, Inc.***                                   6.37%    06/01/00    1,500,000           1,502,370
        American General Corp.***                              6.36%    06/30/00    2,000,000           2,003,987
        American General Corp.                                 6.37%    06/15/00      275,000             275,392
        Aquarium Holdings KY***                                6.50%*   01/06/00   15,108,000          15,108,000
        Associates Corp., N.A.                                 7.44%    03/28/00    2,000,000           2,006,791
        Associates Corp., N.A.***                              6.82%    05/22/00    1,500,000           1,504,306
        Austin Printing Co., Inc.***                           6.80%*   01/06/00    2,515,000           2,515,000
        Bank One Corp.***                                      5.88%    06/21/00   40,000,000          40,000,000
        Bath Technologies, Inc.***                             6.80%*   01/06/00    4,450,000           4,450,000
        Bath Technologies, Inc.***                             6.83%*   01/06/00    1,480,000           1,480,000
        Care Life Project***                                   6.80%    01/06/00    3,600,000           3,600,000
        Citigroup, Inc.***                                     6.73%    05/15/00    3,400,000           3,409,584
        Citigroup, Inc.***                                     6.62%    06/01/00      500,000             500,648
        Citigroup, Inc.***                                     6.98%    05/15/00      250,000             250,885
        Clark Grave Vault Co.***                               6.50%*   01/06/00    2,400,000           2,400,000
        Coughlin Family Properties, Inc.***                    6.50%*   01/06/00    3,660,000           3,660,000
        Damascus-Bishop Tire***                                6.80%*   01/06/00    3,500,000           3,500,000
        Danis Construction Co.***                              6.50%    01/06/00    5,000,000           5,000,000
        Doren, Inc.***                                         6.80%*   01/06/00      300,000             300,000
        E.I. du Pont de Nemours & Co.                          9.07%    04/15/00    1,000,000           1,008,335
        D.E.D.E. Realty***                                     6.50%*   01/06/00    3,670,000           3,670,000
        Espanola/Nambe***                                      6.80%*   01/06/00    1,905,000           1,905,000
        General Motors Acceptance Corp.                        9.51%    05/15/00   10,000,000          10,123,135
        General Motors Acceptance Corp.***                     6.88%    06/06/00      300,000             300,853
        General Motors Acceptance Corp.                        9.30%    04/01/00      370,000             372,814
        General Motors Acceptance Corp.***                     6.63%    05/24/00    2,000,000           2,005,308
        Goldman Sachs Group LP***                              5.29%    02/25/00    1,875,000           1,873,085
        Gordon Flesch Co. Project***                           6.80%*   01/06/00    1,000,000           1,000,000
        GTE Corp.                                              6.15%*   03/10/00   40,000,000          39,970,565
        Hancor, Inc.***                                        6.80%*   01/06/00      500,000             500,000
        IBM Corp.***                                           6.05%    08/07/00    3,000,000           2,996,121
        IBM Corp.***                                           8.94%    03/27/00      250,000             251,655
        IBM Corp.                                              6.37%    06/15/00    1,000,000           1,001,094
        Isaac Tire, Inc.***                                    6.50%*   01/06/00      980,000             980,000
        Jackson Tube Service, Inc.***                          6.50%    01/06/00    4,800,000           4,800,000
        J.W. Harris Co., Inc.***                               6.50%*   01/06/00    2,100,000           2,100,000
        Luken-Woodlawn LLC***                                  6.50%    01/06/00    3,700,000           3,700,000
        Merrill Lynch & Co.***                                 6.34%    07/24/00      250,000             250,379
        MetLife Insurance Co.***                               6.28%    03/21/00   20,000,000          20,000,000
        Miami Valley Steel***                                  6.80%*   01/06/00    2,050,000           2,050,000
        Morgan Stanley Dean Witter & Co.***                    5.88%    04/24/00    5,000,000           4,995,924
        Morgan Stanley Dean Witter & Co.***                    6.10%    02/11/00    9,000,000           8,999,158
        Mubea Inc.***                                          6.80%    01/06/00    3,125,000           3,125,000
        Mubea Inc.***                                          6.80%*   01/06/00    8,800,000           8,800,000
        Nations Bank Corp.                                     5.39%    04/15/00    4,000,000           3,992,447
        Norwest Financial, Inc.***                             7.11%    04/01/00      500,000             501,148
        Osco Industries, Inc.***                               6.80%*   01/06/00    2,400,000           2,400,000



<PAGE>


                                                           COUPON/YIELD MATURITY  FACE AMOUNT      AMORTIZED COST
                                                           ---------------------  -----------      --------------

        O.K.I. Supply Co.***                                   6.50%*   01/06/00    2,090,000           2,090,000
        Presrite Corp.***                                      6.80%*   01/06/00    1,530,000           1,530,000
        Pro Tire, Inc.***                                      6.50%*   01/06/00    1,175,000           1,175,000
        RSD Technology***                                      6.80%*   01/06/00    5,590,000           5,590,000
        R.I. Lampus Co.***                                     6.80%*   01/06/00    1,945,000           1,945,000
        SBC Communications, Inc.                               4.65%    05/01/00    7,730,000           7,692,448
        Seariver Maritime, Inc.                                5.80%*   02/01/00    6,000,000           6,000,000
        SGS Tool Company***                                    6.80%*   01/06/00    1,560,000           1,560,000
        Firstar Corp.***                                       6.74%*   05/01/00    4,000,000           4,007,790
        Surgery Financing Co.***                               6.80%*   01/06/00    3,360,000           3,360,000
        Surgery Financing Co.***                               6.80%*   01/06/00    3,000,000           3,000,000
        TCI Communications, Inc.                               7.37%    02/15/00    2,000,000           2,001,962
        Wachovia Bank, N.A.***                                 4.90%    01/10/00    2,000,000           1,999,660
        White Castle Project***                                6.80%*   01/06/00    8,500,000           8,500,000

        TOTAL CORPORATE OBLIGATIONS
        (Cost $277,590,844 )                                                                          277,590,844

U.S. GOVERNMENT AGENCY OBLIGATIONS - 3.2%

        Federal Home Loan Bank                                 5.06%    06/09/00   25,000,000          25,000,000
        Student Loan Martketing Assoc.                         6.20%    03/09/00   10,000,000           9,999,801

        TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
        (Cost $34,999,801 )                                                                            34,999,801

U.S. TREASURY OBLIGATIONS - 0.0%

    **  U.S. Treasury Bill                                     4.30%    01/06/00       63,100              63,063

        TOTAL U.S. TREASURY OBLIGATIONS
        (Cost   $63,063 )                                                                                  63,063

REPURCHASE AGREEMENTS - 15.3%

        Banc of America Securities LLC, 4.60%,
          01/03/00, (Collateralized by $59,916,222
          various commercial papers, 5.50%,
          03/14/00 - 03/24/00, market
          value - $59,226,866)                                 4.60%    01/03/00   58,065,000          58,065,000

        Salomon Smith Barney, Inc., 4.56%,
          01/03/00, (Collateralized by $113,099,000
          various commercial papers, 5.50% - 6.52%,
          02/03/00 - 03/30/00, market value - $112,200,339)    4.56%    01/03/00  110,000,000         110,000,000

        TOTAL REPURCHASE AGREEMENTS
        (Cost $168,065,000 )                                                                          168,065,000

TOTAL INVESTMENTS - 100.0%
(Cost$1,100,192,735) (a)                                                                           $1,100,192,735

        TRUSTEE DEFERRED COMPENSATION*****                                             SHARES             VALUE
                  Flex-funds Highlands Growth Fund                                       616              13,345
                  Flex-funds Muirfield Fund                                            1,141               7,252
                  Flex-funds Total Return Utilities Fund                                 287               5,818
                  Flex-Partners International Equity Fund                                479               6,917

             TOTAL TRUSTEE DEFERRED COMPENSATION
             (Cost  $33,332 )                                                                            $33,332


<FN>
     (a)  Cost for federal income tax and financial reporting purposes are the
          same.

     ESOP: Employee Stock Option Plan

     LLC: Limited Liability Company

     *    Variable rate security. Interest rate is as of December 31, 1999.
          Maturity date reflects the next rate change date.

     **   Pledged as collateral on Letter of Credit.

     ***  Security is restricted as to resale to institutional investors, but
          has been deemed liquid in accordance with guidelines approved by the
          Board of Trustees.

     **** Illiquid security. The sale or disposition of such security would not
          be possible in the ordinary course of business within seven days at
          approximately the value at which the Fund has valued the security.
          Currently, only 1.8% of the Funds's total investments constitute an
          illiquid security.

     ***** Assets of affiliates to the Money Market Portfolio held for the
          benefit of the Portfolio's Trustees in connection with the Trustee
          Deferred Compensation Plan.
</FN>
</TABLE>

See accompanying notes to financial statements.


<PAGE>



                      STATEMENTS OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999


                                               MONEY MARKET FUND

  Assets:
    Investment in corresponding portfolio         $231,998,650
      at value
    Receivable from investment adviser                  10,717
    Other assets                                        82,080

  Total Assets                                     232,091,447

  Liabilities:
    Dividends payable                                    4,953
    Accrued 12b-1 distribution fees                     46,307
    Accrued transfer agent and administrative fees      12,968
    Other accrued liabilities                            3,986

  Total Liabilities                                     68,214


  Net Assets                                       232,023,233


  Net Assets:
    Capital                                        232,023,233

  Net Assets                                      $232,023,233

    Capital Stock Outstanding                      232,023,233
      (indefinite number of shares authorized,
      $0.10 par value)

    Net Asset Value, Offering and
      Redemption Price Per Share                         $1.00

  See accompanying notes to financial statements



                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999


                                               MONEY MARKET FUND

  Net Investment Income from Corresponding
  Portfolio:
    Interest                                    $11,431,569
    Expenses net of waivers and/or                 (395,142)
      reimbursements

  Total Net Investment Income from               11,036,427
     Corresponding Portfolio


  Fund Expenses:
    Administrative fee                              108,060
    Transfer agent fees                             128,480
    Audit fees                                        3,547
    Legal fees                                        1,422
    Printing                                         38,262
    Distribution plan                               172,895
    Postage                                          25,425
    Registration and filing fees                     39,235
    Insurance                                         1,762
    Other expenses                                    3,706
  Total Expenses                                    522,794
    Expenses reimbursed by investment adviser       (40,270)

  Net Expenses                                      482,524

  NET INVESTMENT INCOME (LOSS)                   10,553,903

  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS                   $10,553,903

  See accompanying notes to financial statements


<PAGE>

  STATEMENTS OF CHANGES IN NET ASSETS
  FOR THE YEAR ENDED DECEMBER 31, 1999

                                                Year Ended         Year Ended
                                                 12/31/99           12/31/98

  INCREASE (DECREASE) IN NET ASSETS:

  OPERATIONS:
    Net investment income (loss)               $10,553,903          $8,867,836
   Net increase in net assets
    resulting from operations                   10,553,903           8,867,836

  DIVIDENDS AND DISTRIBUTIONS TO
  SHAREHOLDERS FROM:
    Net investment income                      (10,553,903)         (8,867,836)
    Net decrease in net assets resulting
      from dividends and distributions         (10,553,903)         (8,867,836)

  CAPITAL TRANSACTIONS:
    Issued                                     621,768,406         478,112,579
    Reinvested                                  10,405,355           8,641,621
    Redeemed                                  (554,405,825)       (501,833,777)
   Net increase in net assets resulting
    from capital share transactions             77,767,936         (15,079,577)

  TOTAL INCREASE IN NET ASSETS                  77,767,936         (15,079,577)

  NET ASSETS - Beginning of period             154,255,297         169,334,874

  NET ASSETS - End of period                  $232,023,233        $154,255,297

  SHARE TRANSACTIONS:
    Issued                                     621,768,406         478,112,579
    Reinvested                                  10,405,355           8,641,621
    Redeemed                                  (554,405,825)       (501,833,777)
  Change in shares                              77,767,936         (15,079,577)

  See accompanying notes to financial statements


<PAGE>


<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
MONEY MARKET FUND
                                                                       Years Ended December 31,
                                                   --------------------------------------------------------------
                                                   1999            1998             1997        1996         1995

<S>                                             <C>             <C>              <C>         <C>          <C>
Net Asset Value, Beginning of Period              $1.00           $1.00            $1.00       $1.00        $1.00
   Income from Investment Operations
   Net Investment Income                           0.049           0.052            0.053       0.05         0.06
   Total From Investment Operations                0.049           0.052            0.053       0.05         0.06

Less Distributions
   Dividends (from net investment income)         (0.049)         (0.052)          (0.053)     (0.05)       (0.06)
   Total Distributions                            (0.049)         (0.052)          (0.053)     (0.05)       (0.06)
Net Asset Value, End of Period                    $1.00           $1.00            $1.00       $1.00        $1.00

Total Return                                       4.96%           5.31%            5.38%       5.27%        5.85%

Ratios/Supplemental Data
   Net Assets, End of Period ($000)             $232,023        $154,255         $169,335    $119,947     $141,087
   Ratio of Expenses to Average Net Assets          0.41%          0.40%             0.40%       0.40%        0.40%
   Ratio of Net Investment Income to
      Average Net Assets                            4.88%          5.19%             5.26%       5.15%        5.70%
   Ratio of Expenses to Average Net Assets,
      before waiver of fees(1)                      0.54%          0.59%             0.59%       0.58%        0.64%
   Ratio of Net Investment Income to Average
      Net Assets, before waiver of fees(1)          4.75%          5.00%             5.07%       4.97%        5.46%

<FN>
(1) Ratio includes fees waived in corresponding portfolio
</FN>
</TABLE>

See accompanying notes to financial statements


<PAGE>

THE MONEY MARKET FUND ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

1.   ORGANIZATION

The Flex-funds Trust (the "Trust") was organized in 1982 and is registered under
the Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The Trust offers five separate series,
and it is presently comprised of five separate funds including The Money Market
Fund (the "Fund"). The Fund invests all of its investable assets in a
corresponding open-end management investment company (the "Portfolio") having
the same investment objective as the Fund. The Fund, the Portfolio into which
the Fund invests and the percentage of each Portfolio owned by the Fund is as
follows:

                                                      PERCENTAGE OF PORTFOLIO
                                                      OWNED BY FUND AS OF
FUND                        PORTFOLIO                 DECEMBER 31, 1999
- ----                        ---------                 -----------------
The Money Market Fund       Money Market Portfolio           21%

The financial statements of the Portfolio, including the Portfolio of
Investments, are included elsewhere in this report and should be read in
conjunction with the financial statements of the Fund.

2.   SIGNIFICANT ACCOUNTING POLICES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

VALUATION OF INVESTMENTS

The Fund values its investment in the corresponding Portfolio at fair value.
Valuation of securities held by the Portfolio is further described at Note 2 of
the Portfolios' Notes to Financial Statements which are included elsewhere in
this report.

INCOME TAXES

It is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income and net capital gains
to its shareholders. Therefore, no Federal income tax provision is required.

DISTRIBUTIONS TO SHAREHOLDERS

The Fund declares dividends from net investment income on a daily basis and pays
such dividends on a monthly basis. The Fund distributes net capital gains, if
any, on an annual basis.

Distributions from net investment income and from net capital gains are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. Permanent book and tax basis
differences have been reclassified among the components of net assets.

Investment Income & Expenses

The Fund records daily its proportionate share of the Portfolio's income,
expenses, and realized and unrealized gains and losses. In addition, the Fund
accrues its own expenses. Expenses incurred by the Trust that do not
specifically relate to an individual Fund of the Trust are allocated to the
Funds based on each Fund's relative net assets or other appropriate basis.

3.   AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

R. Meeder & Associates (RMA), a wholly-owned subsidiary of Muirfield Investors,
Inc. (MII), provides the Portfolio with investment management, research,
statistical and advisory services.

Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
stock transfer, dividend disbursing and shareholder services agent for the Fund.
In compensation for such services, the Fund pays MFSCo an annual fee equal to
the greater of $20 per active shareholder account or 0.06% of the Fund's average
daily net assets. MFSCo is entitled to receive an annual minimum fee of $4,000
from the Fund.

MFSCo provides the Trust with certain administrative services. In compensation
for such services, the Fund pays MFSCo an annual fee equal to 0.05% of the
Fund's average daily net assets.


<PAGE>


RMA has voluntarily agreed to reimburse the Fund for the amount by which annual
expenses of the Fund including expenses allocated from its respective Portfolio
(excluding interest, taxes, brokerage fees, and extraordinary expenses) exceed
0.41% of average daily net assets of the Fund on an annual basis. Prior to April
28, 1999, the Fund's annual expense limitation had been 0.40% of average daily
net assets. Such reimbursement is limited to the total of fees charged the Fund
by RMA and MFSCo.

Pursuant to Rule 12b-1 of the Act, the Fund has adopted a Distribution Plan (the
"Plan"). Under the provisions of the Plan, the Fund may incur certain expenses
associated with the distribution of fund shares in amounts not to exceed 0.20%
of the average daily net assets of the Fund on an annual basis.

Certain officers of the Funds and trustees of the Trust and the Portfolios are
also officers or directors of MII, RMA and MFSCo.



<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Trustees of
The Flex-funds:

We have audited the accompanying statements of assets and liabilities of The
Flex-funds - The Money Market Fund (Fund) as of December 31, 1999, and the
related statement of operations, statement of changes in net assets and the
financial highlights for each of the periods indicated herein. These financial
statements and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Flex-funds - The Money Market Fund at December 31, 1999, the results of its
operations, the changes in its net assets and the financial highlights for each
of the periods indicated herein, in conformity with generally accepted
accounting principles.


KPMG LLP
Columbus, Ohio
February 11, 2000


<PAGE>



                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1999

                                                    MONEY
                                                   MARKET
                                                  PORTFOLIO

Assets:
  Investments, at market value*                 $932,127,735
  Repurchase agreements, at cost*                168,065,000
  Trustee deferred compensation investments,          33,332
    at market value
  Cash                                                     5
    contracts
  Receivable from corresponding Fund               1,812,035
  Interest and dividend receivable                 4,430,043
  Prepaid/Other assets                                53,454

Total Assets                                   1,106,521,604


Liabilities:
  Payable for securities purchased                 2,106,643
  Payable for Trustee Deferred Compensation Plan      33,332
  Payable to investment adviser                      147,543
  Accrued audit fees                                  12,014
  Accrued custodian fees                              11,291
  Accrued fund accounting fees                        13,011
  Other accrued liabilities                            1,168

Total Liabilities                                  2,325,002

Net Assets                                     1,104,196,602

Net Assets:
  Capital                                      1,104,196,602

Net Assets                                     1,104,196,602

  *Securities at cost                          1,100,192,735


  See accompanying notes to financial statements


<PAGE>



                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999


                                           MONEY
                                           MARKET
                                         PORTFOLIO

NET INVESTMENT INCOME
  Interest                              $62,084,195

Total Investment Income                  62,084,195

Expenses:
  Investment advisory fees                3,103,028
  Accounting fees                           155,121
  Trustees fees and expenses                 29,340
  Audit fees                                 12,036
  Custodian fees                             78,426
  Other expenses                              7,474
  Legal fees                                    958
  Insurance                                 101,408

Total Expenses                            3,487,791

  Investment advisory fees waived        (1,331,007)

Total Net Expenses                        2,156,784

NET INVESTMENT INCOME                    59,927,411

NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS              $59,927,411

  See accompanying notes to financial statements


<PAGE>


                      STATEMENTS OF CHANGES IN NET ASSETS
                      FOR THE YEAR ENDED DECEMBER 31, 1999


                                                    MONEY MARKET PORTFOLIO
                                                  Year Ended        Year Ended
                                                  12/31/99            12/31/99
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
  Net investment income                             $59,927,411     $40,566,858
Net increase in net assets
  resulting from operations                          59,927,411      40,566,858

TRANSACTIONS OF INVESTORS' BENEFICIAL INTERESTS:
  Contributions                                   6,273,721,231   3,894,846,315
  Withdrawals                                    (6,027,721,363) (3,724,162,497)
Net increase in net assets resulting from
  transactions of investors' beneficial interests   245,999,868     170,683,818

TOTAL INCREASE IN NET ASSETS                        305,927,279     211,250,676

NET ASSETS - Beginning of period                    798,269,323     587,018,647

NET ASSETS - End of period                       $1,104,196,602    $798,269,323

  See accompanying notes to financial statements


FINANCIAL HIGHLIGHTS

<TABLE>
MONEY MARKET PORTFOLIO

<CAPTION>
                                                                      Year Ended December 31,
                                                     1999            1998            1997            1996         1995

   <S>                                           <C>               <C>             <C>             <C>          <C>
   Net Assets, End of Period ($000)              $1,104,197        $798,269        $587,019        $352,930     $256,126
   Ratio of Expenses to Average Net Assets             0.18%          0.18%           0.18%           0.19%        0.21%
   Ratio of Net Investment Income to
      Average Net Assets                               5.07%          5.39%           5.47%           5.34%        5.87%
   Ratio of Expenses to Average Net Assets,
      before waiver of fees                            0.30%          0.30%           0.31%           0.33%        0.37%
   Ratio of Net Investment Income to Average
      Net Assets, before waiver of fees                4.95%          5.27%           5.34%           5.20%        5.70%
</TABLE>


See accompanying notes to financial statements


<PAGE>



THW MONEY MARKET FUND ANNUAL REPORT
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999


1.   ORGANIZATION

The Money Market Fund (the "Fund") invests all of its investable assets in a
corresponding open-end management investment company (a "Portfolio") having the
same investment objective as the Fund. The Portfolio is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a no-load, open-end
management investment company which was organized as a trust under the laws of
the State of New York. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio.

The investment objective of the Money Market Portfolio is to seek current income
and stable net asset values through investment in a portfolio of money market
instruments. The financial statements of the Funds are included elsewhere in
this report.

2. SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

INVESTMENTS

Money market securities held in the Portfolio are valued at amortized cost,
which approximates market value.

REPURCHASE AGREEMENTS

The Portfolio may engage in repurchase agreement transactions whereby the
Portfolio takes possession of an underlying debt instrument subject to an
obligation of the seller to repurchase the instrument from the Portfolio and an
obligation of the Portfolio to resell the instrument at an agreed upon price and
term. At all times, the Portfolio maintains the value of collateral, including
accrued interest, at least 100% of the amount of the repurchase agreement, plus
accrued interest. If the seller defaults or the fair value of the collateral
declines, realization of the collateral by the Portfolio may be delayed or
limited.

DEFERRED TRUSTEE COMPENSATION

Under a Deferred Compensation Plan (the "Plan") non-interested Trustees may
elect to defer receipt of a portion of their annual compensation. Under the
Plan, deferred amounts are invested in the shares of the Flex-funds and
Flex-Partners Funds. Deferred amounts remain in the Portfolios until distributed
in accordance with the Plan.

LETTER OF CREDIT

The Portfolio has pledged as collateral a U.S. Government security, cash or
other high-grade debt security solely for the benefit of ICI Mutual Insurance
Co. for the Portfolio's fidelity bond coverage.

INCOME TAXES

The Portfolio will be treated as a partnership for Federal income tax purposes.
As such, each investor in the Portfolio will be subject to taxation on its share
of the Portfolio's ordinary income and capital gains. It is the Portfolio's
policy to comply with the requirements of the Internal Revenue Code applicable
to it. Therefore, no Federal income tax provision is required.

SECURITIES TRANSACTIONS

The Portfolio records security transactions on the trade date. Interest income
(including amortization of premium and accretion of discount) is recognized as
earned.

3.   AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

R. Meeder & Associates (RMA), a wholly-owned subsidiary of Muirfield Investors,
Inc. (MII), provides the Portfolio with investment management, research,
statistical and advisory services. For such services the Portfolio pays monthly
a fee at the following annual rates: 0.40% of average daily net assets up to
$100 million and 0.25% of average daily net assets exceeding $100 million.
During the year ended December 31, 1999, RMA voluntarily waived a portion of its
investment advisory fees in the Portfolio.


<PAGE>


Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
accounting services agent for the Portfolio. In compensation for such services
the Portfolio pays MFSCo an annual fee equal to the greater of:

     a. 0.15% of the first $10 million of average daily net assets, 0.10% of the
     next $20 million of average daily net assets, 0.02% of the next $50 million
     of average daily net assets, and 0.01% in excess of $80 million of average
     daily net assets,

     or

     b. $30,000.

Certain officers and trustees of the Portfolio are also officers or directors of
MII, RMA and MFSCo.

4.   SECURITIES TRANSACTIONS

As of December 31, 1999, the aggregate cost basis of investments for Federal
income tax purposes was $1,100,192,735.


<PAGE>



INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees of
The Money Market Portfolio:

We have audited the accompanying statement of assets and liabilities of the
Money Market Portfolio (Portfolio), including the portfolio of investments, as
of December 31, 1999, and the related statement of operations, statements of
changes in net assets and the financial highlights for each of the periods
indicated herein. These financial statements and the financial highlights are
the responsibility of the Portfolio's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
December 31, 1999, by confirmation with the custodian and other appropriate
audit procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Money Market Portfolio at December 31, 1999, the results of its operations, the
changes in its net assets and the financial highlights for each of the periods
indicated herein, in conformity with generally accepted accounting principles.


KPMG LLP
Columbus, Ohio
February 11, 2000


<PAGE>



THE FLEX-FUNDS
P.O. Box 7177, Dublin, OH 43017
(800)325-FLEX www.flexfunds.com
[email protected]




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