FLEX FUNDS II, 485BPOS, 1995-05-17

FLEX FUNDS II
485BPOS, 1995-05-17

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 9

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9

The Flex-Partners (formerly The Flex-funds II)
----------------------------------------------
(Exact Name of Registrant as Specified in Charter)

P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017
------------------------------------------------------
(Address of Principal Executive Offices-Zip Code)

Registrant's Telephone Number, including Area Code: (614)766-7000

Commission File No. 33-48922
----------------------------
Commission File No. 811-6720
----------------------------

Donald F. Meeder, Secretary - R. Meeder & Associates, Inc.
----------------------------------------------------------
P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017
------------------------------------------------------
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective
(check appropriate box).

/XXX/ immediately upon filing pursuant to paragraph (b) of Rule 485

/ / on pursuant to paragraph (b) of Rule 485.

/ / 60 days after filing pursuant to paragraph (a)(1).

/ / on (date) pursuant to paragraph (a)(1).

/ / 75 days after filing pursuant to paragraph (a)(2).

/ / on (date) pursuant to paragraph (a)(2) on Rule 485.

If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Indefinite number of shares registered under Rule 24f-2 by filing of a
Pre-Effective Amendment No. 1, effective July 6, 1992. The 24(f)-2 Notice for
the fiscal year ended December 31,1994 was filed with the Commission on February
22, 1995.

The Mutual Fund Portfolio and the Utilities Stock Portfolio have also executed
this Registration Statement.

<PAGE> 2

SUPPLEMENT TO PROSPECTUS
DATED MAY __, 1995

THE TAA FUND

The accompanying Prospectus of The Flex-Partners (the "Trust")
describes, among other things, The TAA Fund, a series of the Trust, and two
classes of shares of The TAA Fund, Class A Shares and Class C Shares. However,
pending resolution of certain regulatory issues, The TAA Fund is not currently
offering any Class A Shares. Accordingly, the Prospectus should be read as
relating only to the Class C Shares of The TAA Fund. With respect to the second
series of the Trust, The BTB Fund, both Class A Shares and Class C Shares are
being offered. Questions may be directed to the Trust at the address or
telephone numbers set forth on the cover page of the Prospectus.

<PAGE> 3

THE FLEX-PARTNERS BTB FUND AND TAA FUND
CROSS REFERENCE SHEET TO FORM N-1A

Part A.
<TABLE>
<CAPTION>
Item A. Prospectus Caption
- ------- ------------------
<S> <C>
1 Cover Page

2 Highlights
Synopsis of Financial Information

3 Not Applicable

4 The Trust and its Management
Investment Objectives and Policies

5 The Trust and its Management
5A Not Applicable

6(a) Other Information - Shares of Beneficial Interest
6(b) Not Applicable
6(c) Other Information - Shares of Beneficial Interest
6(d) Not Applicable
6(e) Highlights
6(f)(g) Income Dividends and Taxes
6(h) Cover Page
Highlights
Investment Objective and Policies
How to Buy Shares
How Net Asset Value is Determined
Other Information - Investment Structure

7(a) The Trust and its Management
7(b) How Net Asset Value is Determined
How to Buy Shares
7(c) How To Buy Shares
Exchange Privilege
7(d) How To Buy Shares
7(e) How To Buy Shares
7(f) Distribution Plans

8(a) How To Make Withdrawals (Redemptions)
8(b) How To Make Withdrawals (Redemptions)
8(c) Shareholder Accounts
8(d) How To Make Withdrawals (Redemptions)

9 Not Applicable
</TABLE>
<PAGE> 4

THE FLEX-PARTNERS
6000 Memorial Drive
Dublin, OH 43017
800-494-FLEX
614-766-7074

THE FLEX-PARTNERS' FUNDS ARE A FAMILY OF MUTUAL FUNDS ORGANIZED AS A
BUSINESS TRUST (THE "TRUST"). TWO OF THE SEPARATE PORTFOLIOS OF THE TRUST ARE
THE BTB FUND AND THE TAA FUND (EACH A "FUND" AND COLLECTIVELY THE "FUNDS"). EACH
OF THE FUNDS HAS SEPARATE INVESTMENT OBJECTIVES AND POLICIES. THE TRUST SEEKS TO
ACHIEVE THE INVESTMENT OBJECTIVE OF EACH FUND BY INVESTING ALL OF THE INVESTABLE
ASSETS OF A FUND IN A CORRESPONDING OPEN-END MANAGEMENT INVESTMENT COMPANY
HAVING THE SAME INVESTMENT OBJECTIVE AS THAT FUND (EACH A "PORTFOLIO" AND
COLLECTIVELY THE "PORTFOLIOS"). ACCORDINGLY, INVESTORS SHOULD CAREFULLY CONSIDER
THIS INVESTMENT APPROACH. FOR ADDITIONAL INFORMATION REGARDING THIS UNIQUE
CONCEPT, SEE "INVESTMENT OBJECTIVES AND POLICIES" ON PAGE 6 AND "OTHER
INFORMATION -- SHARES OF BENEFICIAL INTEREST AND INVESTMENT STRUCTURE" ON PAGES
26 THROUGH 28.

FLEXIBLE INVESTMENT STRATEGIES

EACH OF THE PORTFOLIOS MAY BE INVESTED DEFENSIVELY, FOR TEMPORARY PERIODS,
IF THE PORTFOLIO'S INVESTMENT ADVISER OR SUBADVISER DEEMS IT ADVISABLE BECAUSE
OF ADVERSE MARKET CONDITIONS.

ADDITIONAL INFORMATION

This Prospectus sets forth basic information about the Trust and each of
the Funds that a prospective investor should know before investing and it should
be retained for future reference. A STATEMENT OF ADDITIONAL INFORMATION, dated
May ___, 1995, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Statement of Additional Information is
available upon request and without charge by contacting the Trust at the address
given above or by calling 1-800-494-FLEX, or (614) 766-7074.

- -------------------------------------------------------------------------------
THE FUNDS AND THEIR INVESTMENT OBJECTIVES
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
THE BTB FUND
- -------------------------------------------------------------------------------

THE BTB FUND'S investment objective is to seek a high level of current
income, relative to that derived from investing primarily in equity securities
of companies that are not public utilities, and growth of income by investing
primarily in equity securities of domestic and foreign public utility companies;
however, the Fund will not invest in electric utilities whose generation of
power is derived from nuclear reactors. The Fund also seeks capital
appreciation, but only when consistent with its primary investment objective.

- -------------------------------------------------------------------------------
THE TAA FUND
- -------------------------------------------------------------------------------

THE TAA FUND'S objective is growth of capital through investment in the
shares of other mutual funds.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTMENT ADVISER: R. MEEDER & ASSOCIATES, INC.

PROSPECTUS DATED MAY ___, 1995

<PAGE> 5

- -------------------------------------------------------------------------------
HIGHLIGHTS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE: The Flex-Partners (the "Trust") is a family of mutual
funds. Two of the separate portfolios of the Trust are The BTB Fund and The TAA
Fund (collectively the "Funds"), each with separate investment objectives and
policies. See "Investment Objectives and Policies."

LIQUIDITY: As an open-end investment company, each Fund continuously offers
and redeems shares of beneficial interest at next determined net asset value per
share plus any applicable sales charge. See "How to Buy Shares" and "How to Make
Withdrawals (Redemptions)."

DIVERSIFICATION: The BTB Fund is a diversified mutual fund because 75% of
its assets are restricted by the following rules: (1) No more than 5% of the
Fund's assets may be invested in the securities of a single issuer (other than
U.S. Government Securities) and (2) the Fund may not purchase more than 10% of
any issuer's outstanding voting securities.

The TAA Fund is by definition a non-diversified fund. Its Portfolio may
invest more than 5% in the securities of a single company and may invest all of
its assets in the shares of other mutual funds.

SALES CHARGES: Investors in each Fund may select Class A or Class C shares,
each with a public offering price that reflects different sales charges and
expense levels. Class A shares are offered at net asset value plus the
applicable sales charge (maximum of 4.00% of public offering price). Class C
shares are sold at net asset value without an initial sales charge but if
redeemed within 18 months of purchase, a contingent deferred sales charge equal
to 1.50% of the lesser of the current market value or the cost of the shares
being redeemed will apply and if redeemed more than 18 months after purchase and
before 24 months after purchase, a contingent deferred sales charge equal to
.75% of the lesser of the current market value or the cost of the shares being
redeemed will apply. See "How to Buy Shares" and "Distribution Plans."

RETIREMENT PLANS AND OTHER SHAREHOLDER SERVICES: The Trust offers
retirement plans, which include a prototype Profit Sharing Plan, Money Purchase
Pension Plan, Salary Savings Plan--401(k), Individual Retirement Account (IRA),
Simplified Employee Pension Plan (SEP), and a number of other special
shareholder services. See "Retirement Plans."

MINIMUM INVESTMENT: A minimum investment of $2,500 is required to open an
account, except an IRA account for which the minimum is $500. Subsequent
investments must be at least $100. Each Fund has the right to redeem the shares
in an account and pay the proceeds to the shareholder if the value of the
account drops below $1,000 ($500 for an IRA) because of shareholder
redemptions. The shareholder will be given 30 days written notice and an
opportunity to restore the account to $1,000 ($500 for an IRA). See "How to Buy
Shares", "Other Shareholder Services" and "Shareholder Accounts."

INVESTMENT ADVISER AND MANAGER: R. Meeder & Associates, Inc. is each
Portfolio's Investment Adviser and Manager (the "Investment Adviser" or the
"Manager"). The Manager has been an investment adviser to individuals,
retirement plans, corporations and foundations since 1974 and to mutual funds
since 1982. See "The Trust and Its Management."

2
<PAGE> 6

SUBADVISER: Miller/Howard Investments, Inc. is the subadviser (the
"Subadviser") for the Utilities Stock Portfolio, the Portfolio in which all of
the investable assets of The BTB Fund are invested. The Subadviser has been an
investment adviser to broker-dealers, investment advisers, employee benefit
plans, endowment funds, foundations and other institutions and individuals since
1984. See "The Trust and Its Management."

SHARES AVAILABLE THROUGH: The Funds' transfer agent, Mutual Funds Service
Co. ("MFSCO"). See "The Trust and Its Management" and "Distribution Plans."

DISTRIBUTION PLANS: Each Fund has adopted a Rule 12b-1 distribution plan
for using as much as 25/100 of 1% and 75/100 of 1% of net assets annually to aid
in the distribution of Class A shares and Class C shares, respectively. Each
Fund has adopted a service plan for using as much as 25/100 of 1% of net assets
annually to aid in the distribution of each of Class A shares and Class C
shares. See "Distribution Plans."

HOW TO BUY SHARES: Complete the New Account Application and forward with
payment as directed. Orders accompanied by payment (ordinary check, bank check,
bank wire, and money order) are accepted immediately and priced at the next
determined net asset value per share after receipt of the order. See "How to Buy
Shares" and "How Net Asset Value is Determined."

SHAREHOLDER INQUIRIES: Shareholder inquiries should be directed to the
Trust by writing or telephoning the Trust at the address or telephone number
indicated on the cover page of this Prospectus. To protect the confidentiality
of shareholder accounts, information relating to a specific account will be
disclosed pursuant to a telephone inquiry if the shareholder identifies the
account by account number or by the taxpayer identification number listed on the
account.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SYNOPSIS OF FINANCIAL INFORMATION
- --------------------------------------------------------------------------------------------------------------------

THE BTB FUND THE TAA FUND
------------ ------------

SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS C(1) CLASS A CLASS C(1)
------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Maximum Initial Sales Charge Imposed
on Purchases (as a percentage
of offering price)....................................... 4.00%(2) none 4.00%(2) none
Maximum Sales Charge Imposed on Reinvested
Dividends............................................... none none none none
Maximum Contingent Deferred Sales Charge (as
a percentage of original purchase price
or redemption proceeds, as applicable)(3)................. none 1.50% none 1.50%
Redemption Fees............................................... none none none none
Exchange Fee.................................................. none none none none

ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)
Management Fees............................................. 0.91% 0.66% 0.93% 0.80%
(After Waiver of Management Fees*)
Rule 12b-1 Fees(4).......................................... 0.25% 0.75% 0.25% 0.75%
Other Expenses.............................................. 0.34% 0.34% 0.20% 0.20%
Service Fees(5)........................................... 0.25% 0.25% 0.25% 0.25%
----- ----- ----- -----

TOTAL FUND OPERATING EXPENSES................................. 1.75% 2.00% 1.63% 2.00%
(After Waiver of Management Fees*)
</TABLE>

<PAGE> 7
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CUMULATIVE EXPENSES CUMULATIVE EXPENSES
PAID FOR THE PERIOD OF: PAID FOR THE PERIOD OF:
EXAMPLE: 1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following expense on a $1,000
investment, assuming (1) an operating expense ratio of 1.75%
for Class A Shares of The BTB Fund and 1.63% for Class A
Shares of The TAA Fund, and 2.00% for Class C Shares of
each Fund, (2) a 5% annual return throughout the period
and (3) redemption at the end of each time period: THE BTB FUND THE TAA FUND
------------ ------------
Class A Shares . . . . . . . . . . . . . . . . . . . . $57 $93 $56 $89

Class C Shares . . . . . . . . . . . . . . . . .. . . $35 $63 $35 $63
An investor would pay the following expenses on the same $1,000 investment assuming no redemption at the end of the
period:
Class A Shares . . . . . . . . . . . . . . . . . . . . $57 $93 $56 $89
Class C Shares . . . . . . . . . . . . . . . . . . . . $20 $63 $20 $63
</TABLE>
- --------------------
*The Manager presently intends to waive a portion of its management fees to the
extent necessary to keep total expenses at 1.75% of average daily net assets for
Class A Shares and 2.00% of average daily net assets for Class C shares. Total
operating expenses would be 1.84% for Class A Shares of The BTB Fund and 2.34%
and 2.13% for Class C Shares of The BTB Fund and The TAA Fund, respectively,
absent the voluntary waiver of a portion of management fees. The Manager may
change this policy at any time without notice to shareholders. This would, in
some circumstances, have a material adverse effect on the net income of the
Fund, and the return earned by shareholders. For planning purposes, prospective
investors and shareholders should assume that management fees will not be
waived.

**Expenses used in these illustrations are estimated. Estimated expenses
encompass expenses of each of The BTB Fund and The TAA Fund and their
proportionate shares of expenses of the Utilities Stock Portfolio and the Mutual
Fund Portfolio, respectively.
- --------------------

(1)Class C Shares convert tax free to Class A Shares after seven calendar years.

(2)The sales charge applied to purchases of Class A Shares declines as the
amount invested increases. See "How to Buy Shares".

(3)A deferred sales charge on Class C shares applies only if redemption occurs
within twenty-four months from purchase. See page 18.

(4)The NASD limits asset based sales charges to 6.25% of new sales, plus
interest. Long-term shareholders of Class C Shares may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
NASD. (See "How to Buy Shares - Purchasing Shares - Purchase Options").

(5)The Service Fee pertains to Class A Shares and Class C Shares, 100% of which
is allocated to National Association of Securities Dealers, Inc. ("NASD")
member firms for continuous personal service by such members to investors in
Class A Shares and Class C Shares of each Fund, such as responding to
shareholder inquiries, quoting net asset values, providing current marketing
material and attending to other shareholder matters.

The expense table is meant to assist an investor in understanding the
various costs and expenses that an investor in each Fund will bear directly or
indirectly. The Funds do not impose an exchange fee or redemption fee. For more
complete descriptions of the various costs and expenses of the Funds see "The
Trust and Its Management" and "Distribution Plans."

The Board of Trustees of the Trust believes that the aggregate per share
expenses of each Fund and corresponding Portfolio will be less than or
approximately equal to the expenses which the Fund would incur if it retained
the services of an investment adviser and the assets of the Fund were invested
directly in the type of securities being held by the Portfolio. For additional
information concerning expenses incurred by the Trust and the Portfolios, see
"The Trust and Its Management" herein and "Investment Adviser and Manager" in
the Statement of Additional Information.

The table and hypothetical examples above are for illustrative purposes
only. The investment rate of return and expenses should not be considered a
representation of past or future performance as actual rates of return and
expenses may be more or less than the rate and amounts shown.

<PAGE> 8

- -------------------------------------------------------------------------------
PERFORMANCE
- -------------------------------------------------------------------------------

THE BTB FUND

The BTB Fund was organized on August 4, 1994, and has had no investment
activity prior to the date of this Prospectus.

The BTB Fund will invest all of its investable assets in the Utilities
Stock Portfolio, which has had no investment activity prior to the date of this
Prospectus.

THE TAA FUND

The TAA Fund was organized on August 4, 1994, and has had no investment
activity prior to the date of this Prospectus.

The TAA Fund will invest all of its investable assets in the Mutual Fund
Portfolio which, including its predecessor, has an investment history dating
back to 1988. The Gross Annual Return in the table below is based upon the
actual historical gross return of the Mutual Fund Portfolio for the period
shown. The yield performance depicted should not be considered as an indication
of actual performance for The TAA Fund.

The TAA Fund and the Mutual Fund Portfolio have a common investment
objective which is growth of capital. The TAA Fund seeks to achieve its
objective by investing all of its investable assets in the Mutual Fund
Portfolio. The table is an illustration of investment results utilizing the same
investment strategy for periods which preceded the existence of The TAA Fund.

CLASS A SHARES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------
1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Mutual Fund Portfolio
Gross Annual Return* 4.33% 9.37% 8.31% 31.33% 3.85% 15.48%

Total Operating Expense
for The TAA Fund 1.63% 1.63% 1.63% 1.63% 1.63% 1.63%
----- ----- ----- ------ ----- ------

Net Annual Return 2.70% 7.74% 6.68% 29.70% 2.22% 13.85%
===== ===== ===== ====== ===== ======
</TABLE>

CLASS C SHARES

Total Operating Expense
for The TAA Fund** 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%
----- ----- ----- ------- ----- ------

Net Annual Return 2.33% 7.37% 6.31% 29.33% 1.85% 13.48%
===== ===== ===== ====== ===== ======
</TABLE>

*The Gross Annual Return reported above assumes reinvestment of all dividend
income. The Gross Annual Return represents past performance of the Mutual Fund
Portfolio and is no assurance of future performance of The TAA Fund.

**The Investment Adviser presently intends to reimburse The TAA Fund through an
expense reimbursement fee to the extent necessary to keep total expenses at
2.00% of average daily net assets for Class C Shares.

5
<PAGE> 9

- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
- -------------------------------------------------------------------------------

Each Fund and each Portfolio has its own separate investment objectives and
policies, as set forth below. Except as otherwise expressly provided herein,
these investment objectives and policies, which are identical for a Fund and its
corresponding Portfolio, are not fundamental and may be changed by their
respective Trustees without approval of the Fund's shareholders, or approval of
the Portfolio's investors. No such change would be made in a Fund, or a
Portfolio, without 30 days prior written notice to shareholders. Each Fund seeks
to achieve its investment objective by investing all of its investable assets in
its corresponding Portfolio. As a result, The BTB Fund invests in the Utilities
Stock Portfolio and The TAA Fund invests in the Mutual Fund Portfolio. For more
information concerning the investment structure of a Fund which invests its
assets in a corresponding Portfolio, see "Other Information - Investment
Structure."

Since the investment characteristics of each Fund will correspond directly
to those of its corresponding Portfolio, the following is a discussion of the
various investments of and techniques employed by each Portfolio. Additional
information about the investment policies of each Portfolio appears in the
Statement of Additional Information. There can be no assurance that the
investment objectives of either Portfolio will be achieved.

THE UTILITIES STOCK PORTFOLIO (THE BTB FUND)

The Portfolio's investment objective is to seek a high level of current
income, relative to that derived from investing primarily in equity securities
of companies that are not public utilities, and growth of income by investing
primarily in equity securities of domestic and foreign public utility companies;
however, the Portfolio will not invest in electric utilities whose generation of
power is derived from nuclear reactors. The Portfolio also seeks capital
appreciation, but only when consistent with its primary investment objective.
There can be no assurance that such objective will be achieved.

The Portfolio seeks to achieve its objective by investing, under normal
conditions, at least 65% of its total assets in a diversified portfolio of
common stocks, preferred stocks, warrants and rights, and securities convertible
into common or preferred stock of public utility companies. Public utility
companies include domestic or foreign companies that provide electricity,
natural gas, water, telecommunications or sanitary services to the public. The
Portfolio will not invest more than 5% of its assets in equity securities of
issuers whose debt securities are rated below investment grade, that is, rated
below one of the four highest rating categories by Standard & Poor's Corporation
("S&P") or Moody's Investors Service, Inc. ("Moody's") or deemed to be of
equivalent quality in the judgment of the Subadviser. Debt securities rated
below investment grade are rated below Baa or BBB.

The remaining 35% of the Portfolio's assets may be invested in debt
securities issued by public utility companies, and/or equity and debt securities
of issuers outside of the public utility industry which in the opinion of the
Subadviser stand to benefit from developments in the public utilities industry.
The Portfolio will not invest more than 40% of its assets in the telephone
industry. The Portfolio may invest up to 25% of its assets in securities of
foreign issuers. The Portfolio will not invest more than 10% of its assets in
securities that are

6
<PAGE> 10

deemed to be illiquid. See "Investment Policies and Limitations" in the
Statement of Additional Information.

Investments are selected on the basis of fundamental analysis to identify
those securities that, in the judgment of the Subadviser, provide a high level
of current income, relative to that derived from investing primarily in equity
securities of companies that are not public utilities, and growth of income and
secondarily, capital appreciation, but only when consistent with its primary
investment objective.

Fundamental analysis involves assessing a company and its business
environment, management, balance sheet, income statement, anticipated earnings
and dividends and other related measures of value. The Subadviser monitors and
evaluates the economic and political climate of the area in which each company
is located. The relative weightings among common stocks, debt securities and
preferred stocks will vary from time to time based upon the Subadviser's
judgment of the extent to which investments in each category will contribute to
meeting the Portfolio's investment objective.

The Subadviser emphasizes quality in selecting investments for the
Portfolio, and in addition to looking for high credit ratings, the Subadviser
ordinarily looks for several of the following characteristics: above average
earnings growth; above average growth of book value; an above average balance
sheet; high earnings to debt service coverage; low ratio of dividends to
earnings; high return on equity; low debt to equity ratio; an above-average
rating with respect to government regulation; growing rate base; lack of major
construction programs and strong management.

The Portfolio may invest up to 35% of its total assets in debt securities
of issuers in the public utility industries. Debt securities in which the
Portfolio invests are limited to those rated A or better by S&P or Moody's or
deemed to be of equivalent quality in the judgment of the Subadviser.

A change in prevailing interest rates is likely to affect the Portfolio's
net asset value because prices of debt securities and equity securities of
utility companies tend to increase when interest rates decline and decrease when
interest rates rise.

During periods when the Subadviser deems it necessary for temporary
defensive purposes, the Portfolio may invest without limit in high quality money
market instruments. These instruments consist of commercial paper, certificates
of deposit, banker's acceptances and other bank obligations, obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities, high
grade corporate obligations and repurchase agreements.

Except as otherwise expressly provided herein, all investment objectives
and policies stated throughout this prospectus are not fundamental and may be
changed without approval of the Fund's shareholders. No such change would be
made in the Fund without 30 days prior written notice to shareholders. The
Portfolio may not purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the Portfolio's total
assets would be invested in the securities of companies whose principal business
activities are in the same industry, except that the Portfolio may invest more
than 25% of its total assets in securities of public utility companies. The
Portfolio may not, with respect to 75% of its total assets, purchase the
securities of any issuer (other than obligations issued or guaranteed by the
government of the United States, or any of its agencies or

7
<PAGE> 11

instrumentalities) if, as a result thereof, (a) more than 5% of the Portfolio's
total assets would be invested in the securities of such issuer, or (b) the Fund
would hold more than 10% of the voting securities of such issuer. The foregoing
investment policies regarding concentration and diversification are fundamental
and may not be changed without shareholder approval. See "Investment Policies
and Limitations" in the Statement of Additional Information.

THE MUTUAL FUND PORTFOLIO (THE TAA FUND)

The Portfolio's investment objective is growth of capital.

The Portfolio will seek to attain its investment objective through
investment in the shares of open-end investment companies--commonly called
mutual funds. The underlying mutual funds will consist of diversified mutual
funds which invest primarily in common stock or securities convertible into or
exchangeable for common stock (such as convertible preferred stock, convertible
debentures or warrants) and which seek long-term growth or appreciation, with
current income typically of secondary importance.

Underlying funds may include funds which concentrate investments in a
particular industry sector, or which leverage their investments. The Portfolio
will not invest in other funds of The Flex-Partners family of funds or the
Flex-funds family of funds, the corresponding portfolios of which are also
managed by the Manager.

The Portfolio will generally purchase "no-load" mutual funds, which are
sold and purchased without a sales charge. However, the Portfolio may purchase
"load" mutual funds only if the load, or sales commission, is by previous
agreement waived for purchases or sales made by the Portfolio.

The Portfolio may at times desire to gain exposure to the stock market
through the purchase of "Index" funds (funds which purchase stocks represented
in popular stock market averages) with a portion of its assets. "Index" funds
may be purchased with a portion of the Portfolio's assets at times when the
Manager's selection process identifies the characteristics of a particular index
to be more favorable than those of other mutual funds available for purchase.
If, in the Manager's opinion, the Portfolio should have exposure to certain
stock indices and the Portfolio can efficiently and effectively implement such a
strategy by directly purchasing the common stocks of a desired index for the
Portfolio itself, it may do so.

An investor in the Fund should recognize that he may invest directly in
mutual funds and that by investing in mutual funds indirectly through the
Portfolio, he will bear not only his proportionate share of the expenses of the
Portfolio (including operating costs and investment advisory and administrative
fees) but also indirectly similar expenses of the underlying mutual funds.

The Portfolio may invest temporarily in money market instruments for
defensive purposes, if the Manager deems it advisable to do so. See the Fund's
Statement of Additional Information for other details.

During periods when the Manager deems it necessary for temporary defensive
purposes, or pending investment of proceeds from new sales of Fund shares or to
meet its ordinary daily cash needs, the Portfolio may invest without limit in
high quality money market instruments. These instruments may include commercial
paper, certificates of deposit, banker's acceptances and other bank obligations,
short-term obligations issued or guaranteed by the U.S. Government, its

8
<PAGE> 12

agencies or instrumentalities, and short-term obligations of foreign issuers,
denominated in U.S. dollars and traded in the United States.

Except as otherwise expressly provided herein, all investment objectives
and policies stated throughout this prospectus are not fundamental and may be
changed without approval of the Fund's shareholders. No such change would be
made in the Fund without 30 days prior written notice to shareholders. No such
change would be made in a Fund without 30 days prior written notice to
shareholders. The BTB Fund's policy regarding concentration is fundamental and
may not be changed without shareholder approval. Notwithstanding the fact that
the TAA Fund is a non-diversified fund, neither of the Funds may change from a
diversified to a non-diversified fund without shareholder approval.

- -------------------------------------------------------------------------------
ADDITIONAL INVESTMENT POLICIES
- -------------------------------------------------------------------------------

MONEY MARKET INSTRUMENTS AND BONDS

When investing in money market instruments or bonds, the Portfolios will
limit their purchases, denominated in U.S. dollars, to the following securities:

- U.S. Government Securities and Securities of its Agencies and
Instrumentalities

- Bank Obligations and Instruments Secured Thereby

- High Quality Commercial Paper--The Portfolio may invest in commercial
paper rated no lower than "A-2" by S&P or "Prime-2" by Moody's, or, if
not rated, issued by a company having an outstanding debt issue rated
at least A by S&P's or Moody's.

- Private Placement Commercial Paper--unregistered securities which are
traded in public markets to qualified institutional investors, such as
the Portfolios.

- High Grade Corporate Obligations--obligations rated at least A by
S&P's or Moody's.

- Repurchase Agreements Pertaining to the Above--The Portfolios may
invest without limit in any of the above securities subject to
repurchase agreements with any Federal Reserve reporting dealer or
member bank of the Federal Reserve System. Repurchase agreements
usually are for short periods, such as one week or less, but could be
longer. No Portfolio will invest more than 10% of its assets, at time
of purchase, in repurchase agreements which mature in excess of seven
days or in other illiquid or not readily marketable securities.

HEDGING STRATEGIES

Each Portfolio may engage in hedging transactions in carrying out their
investment policies. A hedging program may be implemented for the following
reasons: (1) To protect the value of specific securities owned or intended to be
purchased while the Manager or Subadviser (in the case of the Utilities Stock
Portfolio) is implementing a change in a specific investment position; (2) To
protect portfolio values during periods of extraordinary risk without incurring
transaction costs associated with buying or selling actual securities; and (3)
To utilize the "designated hedge" provisions of Sub-Chapter M of the Internal
Revenue Code as a permitted means of avoiding taxes that

9
<PAGE> 13

would otherwise have to be paid on gains from the sale of portfolio securities.

A hedging program involves entering into an "option" or "futures"
transaction in lieu of the actual purchase or sale of securities. At present,
many groups of common stocks (stock market indices) may be made the subject of
futures contracts, while government securities such as Treasury Bonds and Notes
are among debt securities currently covered by futures contracts.

A Portfolio will not engage in transactions in financial futures contracts
or related options for speculation but only as a hedge against changes in the
market value of securities held in its portfolio, or which it intends to
purchase, and where the transactions are economically appropriate to the
reduction of risks inherent in the ongoing management of the Portfolio. For
certain regulatory purposes, the Commodity Futures Trading Commission ("CFTC")
limits the types of futures positions that can be taken in conjunction with the
management of a securities portfolio for mutual funds, such as The
Flex-Partners. All futures transactions for a Portfolio will consequently be
subject to the restrictions on the use of futures contracts established in CFTC
rules, such as observation of the CFTC's definition of "hedging." In addition,
whenever a Portfolio establishes a long futures position, it will set aside cash
or cash equivalents equal to the underlying commodity value of the long futures
contracts held by the Portfolio. Although all futures contracts involve leverage
by virtue of the margin system applicable to trading on futures exchanges, a
Portfolio will not, on a net basis, have leverage exposure on any long futures
contracts that it establishes because of the cash set aside requirement. All
futures transactions can produce a gain or a loss when they are closed,
regardless of the purpose for which they have been established. Unlike short
futures contracts positions established to protect against the risk of a decline
in value of existing securities holdings, the long futures positions established
by a Portfolio to protect against reinvestment risk are intended to protect the
Portfolio against the risks of reinvesting portfolio assets that arise during
periods when the assets are not fully invested in securities.

A Portfolio may not purchase or sell financial futures or purchase related
options if immediately thereafter the sum of the amount of margin deposits on
the Portfolio's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Portfolio's total assets.

The Portfolios expect that any gain or loss on hedging transactions will be
substantially offset by any gain or loss on the securities underlying the
contracts or being considered for purchase. There can be no guaranty that the
Portfolios will be able to realize this objective and, as noted below under
"Risk Factors," there are some risks in utilizing a hedging strategy.

RISK FACTORS

By itself, the Utilities Stock Portfolio does not constitute a balanced
investment plan; the Utilities Stock Portfolio seeks a high level of current
income and growth of income, with capital appreciation as a secondary objective.
The Utilities Stock Portfolio invests primarily in common stock, preferred stock
and securities convertible into common or preferred stock. Changes in interest
rates may also affect the value of the Utilities Stock Portfolio's investments,
and rising interest rates can be expected to reduce the Utilities Stock
Portfolio's net asset value. The Fund's share price and total return fluctuate
and your investment may be

10
<PAGE> 14

worth more or less than your original cost when you redeem your shares.

Because the Utilities Stock Portfolio concentrates its investments in
public utility companies, its performance will depend in large part on
conditions in the public utility industries. Utility stocks have traditionally
been popular among more conservative stock market investors because they have
generally paid above average dividends. However, utility stocks can still be
affected by the risks of the stock market, as well as factors specific to public
utility companies.

Governmental regulation of public utility companies can limit their ability
to expand their business or to pass cost increases on to customers. Companies
providing power or energy-related services may also be affected by fuel
shortages or cost increases, environmental protection or energy conservation
regulations, as well as fluctuating demand for their services. Some public
utility companies are facing increased competition, which may reduce their
profits. All of these factors are subject to rapid change, which may affect
utility companies independently from the stock market as a whole.

In seeking its investment objectives, the Utilities Stock Portfolio may
invest in securities of foreign issuers. Foreign securities may involve a higher
degree of risk and may be less liquid or more volatile than domestic
investments. Foreign securities usually are denominated in foreign currencies,
which means their value will be affected by changes in the strength of foreign
currencies relative to the U.S. dollar as well as the other factors that affect
security prices. Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there often is less
publicly available information about their operations. Generally, there is less
governmental regulation of foreign securities markets, and security trading
practices abroad may offer less protection to investors such as the Utilities
Stock Portfolio.

The value of such investments may be adversely affected by changes in
political or social conditions, diplomatic relations, confiscatory taxation,
expropriation, nationalization, limitation on the removal of portfolios or
assets, or imposition of (or change in) exchange control or tax regulations in
those foreign countries. Additional risks of foreign securities include
settlement delays and costs, difficulties in obtaining and enforcing judgments,
and taxation of dividends at the source of payment.

The Subadviser intends to manage the Utilities Stock Portfolio actively in
pursuit of its investment objective. The Utilities Stock Portfolio does not
expect to trade in securities for short-term profits but, when circumstances
warrant, securities may be sold without regard to the length of time held.

The Mutual Fund Portfolio will be invested in securities which fluctuate in
market value, so net asset value per share will fluctuate as well. The Mutual
Fund Portfolio is by definition a non-diversified fund. It may have more than
five percent of its assets invested in one fund. If the underlying fund performs
poorly, this could negatively impact the value of the Mutual Fund Portfolio.
Thus, there is no guarantee that a shareholder will receive the full amount of
his investment upon the redemption of shares. The Mutual Fund Portfolio does,
however, seek to minimize the risk of loss through diversification and, at
times, the use of hedging techniques and defensive investment strategies.
Hedging involves risks which are not present in some

11
<PAGE> 15

other mutual funds with similar objectives (See "Hedging Strategies.")

Put and call option contracts involve some risk. For example, the total
premium paid for an option contract could be lost if a Portfolio does not sell
the contract or exercise the contract prior to its expiration date.

Futures contracts likewise involve some risk. It is possible that the
contract(s) selected by the Manager or the Subadviser will not follow exactly
the price movement of the securities covered by the contract. If this occurs,
the objective of the hedging strategy may not be successful.

Derivatives are financial instruments whose performance is derived, at
least in part, from the performance of an underlying asset, security or index.
Accordingly, these financial futures contracts or related options used by a
Portfolio to implement its hedging strategies (see "Hedging Strategies") are
considered derivatives. The value of derivatives can be affected significantly
by even small market movements, sometimes in unpredictable ways. They do not
necessarily increase risk, and may in fact reduce risk.

Although the Mutual Fund Portfolio will invest in a number of underlying
mutual funds, this practice will not eliminate investment risk. To the extent
that the Mutual Fund Portfolio invests in underlying funds which leverage
investments or concentrate investments in one industry, an investment in the
Mutual Fund Portfolio will indirectly entail the additional risks associated
with these practices. Leveraged mutual funds may have higher volatility than the
over-all market or other mutual funds. This may result in greater gains or
losses than the over-all market or other non-leveraged mutual funds. Mutual
funds which concentrate investments in a single industry lack normal
diversification and are exposed to losses stemming from negative industry-wide
developments.

Each of the Portfolios may invest in private placement commercial paper and
repurchase agreements with banks and securities brokers.

All repurchase agreements entered into by a Portfolio will be fully
collateralized. The Portfolio's risk is that the seller may fail to repurchase
the security on the delivery date. If the seller defaults, the underlying
security constitutes collateral for the seller's obligation to pay. It is a
policy of the Portfolio to make settlement on repurchase agreements only upon
proper delivery of the underlying collateral. In the event of a bankruptcy or
other default of a seller of a repurchase agreement to the Portfolio, the
Portfolio could encounter delays and expenses in enforcing its rights and could
experience losses, including a decline in the value of the underlying securities
and loss of income.

Private placement commercial paper ("Rule 144A securities") consists of
unregistered securities which are traded in public markets to qualified
institutional investors, such as the Portfolios. A Portfolio's risk is that the
universe of potential buyers for the securities, should the Portfolio desire to
liquidate a position, is limited to qualified dealers and institutions, and
therefore such securities could have the effect of being illiquid.

PORTFOLIO TURNOVER

Because the Manager and the Subadviser (in the case of the Utilities Stock
Portfolio) may employ flexible defensive investment strategies when market
trends are not considered favorable, the Manager and the Subadviser may
occasionally change the entire portfolios in the Portfolios. High transaction
costs could result when

12
<PAGE> 16

compared with other funds. Trading may also result in realization of net
short-term capital gains upon which shareholders may be taxed at ordinary tax
rates when distributed from a Fund.

This defensive investment strategy can produce high portfolio turnover
ratios when calculated in accordance with SEC rules. However, viewed in terms of
"round trips," The Mutual Fund Portfolio completed three quarters of a "round
trip" in the stock market during the year.

The Utilities Stock Portfolio's annual portfolio turnover rate is not
expected to exceed 50%. The Mutual Fund Portfolio's annual portfolio turnover
rate is not expected to exceed 300%.

The Portfolios intends to comply with the short-term trading restrictions
of Subchapter M of the Internal Revenue Code of 1986, as amended, although these
restrictions could inhibit a rapid change in the Portfolios' investments. The
Portfolios will strive for a positive investment return each calendar year.

- -------------------------------------------------------------------------------
THE TRUST AND ITS MANAGEMENT
- -------------------------------------------------------------------------------

The Trust was organized as a Massachusetts business trust on June 22, 1992.
Two of its three constituent funds are diversified open-end management
companies. The TAA Fund is a non-diversified open-end management company. The
Trust's offices are at 6000 Memorial Drive, Dublin, OH 43017. The business and
affairs of the Trust are under the direction of its Board of Trustees.

The Trust has no investment adviser because the Trust seeks to achieve its
investment objective of each Fund by investing each Fund's assets in the
corresponding Portfolio. Each Portfolio has retained the services of R. Meeder &
Associates, Inc. as investment adviser.

R. Meeder & Associates, Inc. (the "Manager"), has been an investment
adviser to individuals and retirement plans since 1974 and to mutual funds since
1982. The Manager serves the Portfolios pursuant to Investment Advisory
Contracts under the terms of which it has agreed to provide an investment
program within the limitations of each Portfolio's investment policies and
restrictions, and to furnish all executive, administrative, and clerical
services required for the transaction of Portfolio business, other than
accounting services and services which are provided by each Portfolio's
custodian, transfer agent, independent accountants and legal counsel, and
investment advisory services provided by the Subadviser to the Utilities Stock
Portfolio.

The Manager was incorporated in Ohio in 1974 and maintains its principal
offices at 6000 Memorial Drive, Dublin, OH 43017. The Manager is a wholly-owned
subsidiary of Muirfield Investors, Inc. ("MII"). MII is controlled by Robert S.
Meeder, Sr. through ownership of voting common stock. MII conducts business only
through its five subsidiaries which are R. Meeder & Associates, Inc.; Mutual
Funds Service Co., the Fund's transfer agent; Opportunities Management Co., a
venture capital investor; Meeder Advisory Services, Inc., a registered
investment adviser; and OMCO, Inc., a registered commodity trading adviser and
commodity pool operator.

The Manager earns an annual fee, payable in monthly installments, from each
Portfolio at the rate of 1.00% of the first $50 million, .75% of the next $50
million and

13
<PAGE> 17

.60% in excess of $100 million, of average net assets. These fees are higher
than the fees charged to most other investment companies.

Accounting, stock transfer, and dividend disbursing services are provided
to each Fund and Portfolio by Mutual Funds Service Co., 6000 Memorial Drive,
Dublin, Ohio 43017, a wholly-owned subsidiary of MII. The minimum annual fee,
payable monthly, for accounting services for each of the Portfolios is $7,500.
Subject to the applicable minimum fee, each Portfolio's annual fee is computed
at the rate of .15% of the first $10 million, .10% of the next $20 million, .02%
of the next $50 million and .01% in excess of $80 million of each Portfolio's
average net assets. In addition, each class of shares of each Fund incurs
(subject to a $4,000 annual minimum fee) an annual fee of the greater of $15 per
shareholder account or .10% of each Fund's average net assets, payable monthly,
for stock transfer and dividend disbursing services. Mutual Funds Service Co.
also serves as Administrator to each Fund pursuant to an Administration Services
Agreement which was effective February 1, 1995. Services provided to each Fund
include coordinating and monitoring any third party services to each Fund;
providing the necessary personnel to perform administrative functions for each
Fund; assisting in the preparation, filing and distribution of proxy materials,
periodic reports to Trustees and shareholders, registration statements and other
necessary documents. Each Fund incurs an annual fee, payable monthly, of .03% of
each Fund's average net assets. These fees are reviewable annually by the
respective Trustees of the Trust and the Portfolio.

Information concerning the Trustees and officers of both the Trust and the
Portfolios appears in the Statement of Additional Information.

SUBADVISER

Miller/Howard Investments, Inc. (the "Subadviser"),141 Upper Byrdcliffe,
Woodstock, New York 12498, serves as the Utilities Stock Portfolio's subadviser
under an Investment Subadvisory Agreement between the Manager and the
Subadviser. The Subadviser furnishes investment advisory services in connection
with the management of the Utitilies Stock Portfolio. The Subadviser is
compensated for its services by the Manager in an amount equal to 90% of the
investment advisory fees received by the Manager under its investment advisory
contract with the Utilities Stock Portfolio, provided that if a shareholder
purchasing shares in The BTB Fund was solicited by the Manager, the Subadviser
is compensated by the Manager in an amount equal to 60% of the investment
advisory fees received by the Manager with respect to such shareholder. The
Manager continues to have responsibility for all investment advisory services in
accordance with the investment advisory contract and supervises the Subadviser's
performance of such services.

The Subadviser, a Delaware corporation, is a registered investment adviser
which has been providing investment services to broker-dealers, investment
advisers, employee benefit plans, endowment portfolios, foundations and other
institutions and individuals since 1984. As of December 31, 1994, the Subadviser
held discretionary investment authority over approximately $175 million of
assets. The Subadviser is controlled by Lowell Miller through ownership of
voting common stock. Lowell Miller, a director and the President of the
Subadviser, is a Trustee of the Trust.

14
<PAGE> 18

PORTFOLIO MANAGER

The individuals primarily responsible for the management of each of the
Portfolios are listed below:

Robert S. Meeder, Jr. is the portfolio manager primarily responsible for
the day to day management of the Mutual Fund Portfolio. Mr. Meeder, a Vice
President of the Mutual Fund Portfolio and The Flex-Partners, is the
President/Portfolio Manager of the Manager. Mr. Meeder has been associated with
the Manager since 1983 and has managed the Portfolio since 1988.

Lowell G. Miller is the portfolio manager primarily responsible for the day
to day management of the Utilities Stock Portfolio. Mr. Miller is a Trustee of
The Flex-Partners and is a director and the President of the Subadviser. Mr.
Miller has been associated with the Subadviser and its predecessor since 1984
and controls the Subadviser through ownership of voting common stock.

DISTRIBUTOR

Roosevelt & Cross, Incorporated (the "Distributor"), 20 Exchange Place,
New York, New York 10005, is a corporation organized under the laws of the
State of New York and serves as the distributor of the shares of each Fund.

TRANSFER AGENT

Mutual Funds Service Co. ("MFSCO"), 6000 Memorial Drive, Dublin, Ohio 43017
is a corporation organized under the laws of the State of Ohio and provides
stock transfer, dividend disbursing and administrative services to each Fund.

- -------------------------------------------------------------------------------
HOW TO BUY SHARES
- -------------------------------------------------------------------------------

MINIMUM INVESTMENT -- The minimum investment to open an account is $2,500,
except an Individual Retirement Account (IRA) which has a $500 minimum.
Subsequent investments in any account may be made in amounts of at least $100.

You may open an account and make an investment by purchasing shares through
securities dealers having sales agreements with the Distributor. A minimum
investment of $2,500 ($500 for an IRA) is required to establish an account in
each Fund. The minimum for subsequent investments in each Fund is $100.

Direct purchase orders may be made by submitting a check. In the case of a
new account, fill out the New Account Application accompanying this Prospectus.
Be sure to specify the name of the Fund and class of shares in which you wish to
invest. A check payable to each Fund you specify must accompany the New Account
Application. Payments may be made by check or Federal Reserve Draft payable to
the particular Fund(s) specified on the application (The BTB Fund, The TAA Fund)
and should be mailed to the following address: THE FLEX-PARTNERS, C/O MUTUAL
FUNDS SERVICE CO., P. O. BOX 7177, DUBLIN, OHIO 43017.

Should an order to purchase shares be canceled because your check does not
clear, you will be responsible for any resulting losses or fees incurred in the
transaction. All orders for the purchase of shares are subject to acceptance or
rejection by each Fund or by the Distributor. Direct purchase orders received by
MFSCO by 4:00 p.m., Eastern time, are confirmed at that day's public offering
price. Direct purchase orders received by MFSCO after 4:00 p.m., Eastern time,
are confirmed at the public offering price on the following business day.

15
<PAGE> 19

Wire orders for shares of the Funds received by dealers prior to 4:00 p.m.,
Eastern time, and received by MFSCO before 5:00 p.m., Eastern time, on the same
day are confirmed at that day's public offering price. Orders received by
dealers after 4:00 p.m., Eastern time, are confirmed at the public offering
price on the following business day. It is the dealer's obligation to place the
order with MFSCO before 5:00 p.m., Eastern time, and to forward payment to Star
Bank, N.A., the Custodian for the Funds.

If the wire order is for a new account, or to open an account in a
different Fund, you must telephone the Fund prior to making your initial
investment. Call 1-800-494-FLEX, or (614) 766-7074. Be sure to specify the name
of the Fund and class of shares in which you wish to invest. Advise the Fund of
the amount you wish to invest and obtain an account number and instructions.
Money sent by a single wire can only be invested in one Fund. Have your bank
wire federal funds to:

Star Bank, N.A. Cinti/Trust
ABA #: 042-00001-3
Attention: The Flex-Partners
(and Name of Fund - see below)
Credit Account Number (account number for Fund as follows):
BTB FUND--
Account Number 483608964
TAA FUND--
Account Number 483608972
Account Name (your name)
Your Flex-Partners account number

Direct purchase orders received by MFSCO by 4:00 p.m., Eastern time, are
confirmed at that day's net asset value. Direct investments received by MFSCO
after 4:00 p.m. and orders received by dealers after 5:00 p.m. are confirmed at
the net asset value next determined on the following business day.

No stock certificates will be issued. Instead, an account with MFSCO is
established for each investor and all shares purchased or received, including
those acquired through the reinvestment of dividends and distributions, are
registered on the books of each Fund and credited to such account.

Each Fund will not permit redemptions until it receives the New Account
Application in good order.

SUBSEQUENT INVESTMENTS -- Subsequent investments in an existing account in
either Fund may be made by mailing a check payable to The BTB Fund or The TAA
Fund. Please include your account number and the class of shares in which you
wish to invest on the check and mail as follows:

THE FLEX-PARTNERS
C/O MUTUAL FUNDS SERVICE CO.
P. O. BOX 7177
DUBLIN, OHIO 43017

Subsequent investments may also be made by bank wire as described above. It
is necessary to notify the Fund prior to each wire purchase. Wires sent without
notifying the Fund will result in a delay of the effective date of your
purchase.

PURCHASING SHARES -- PURCHASE OPTIONS -- You may purchase "Class A" Shares
or "Class C" Shares of each Fund. Class A and Class C Shares bear sales charges
in different forms and amounts. Class A Shares are sold with a sales charge at
the time of purchase, which varies with the amount invested. Class C Shares have
no initial sales charge but are subject to a contingent deferred sales charge if
redeemed within twenty four months from purchase. Under a Rule 12b-1
distribution plan that

16
<PAGE> 20

provides for distribution fees and a service plan that provides for asset based
service fees, Class C Shares have a higher distribution fee which may cause a
long-term shareholder to pay more than the economic equivalent of the maximum
Class A Share initial sales charge. You should choose the method of purchasing
shares (Class A or Class C) that is most beneficial given the amount of your
purchase, the length of time you expect to hold the shares and other relevant
circumstances. Maximum sales charges and fees are set forth in the "Synopsis of
Financial Information" on page 3 of this Prospectus and quantity discounts for
the Class A initial sales charge are set forth below.

CLASS A SHARES of each Fund are sold at net asset value plus the applicable
sales charge as shown in the table below (the "Offering Price") for purchases
made at one time by a single purchaser, by an individual, his or her spouse and
their children under age 21, or by a single trust account. Class A Shares also
bear a Rule 12b-1 fee of .25% per annum (paid to the Distributor, Roosevelt &
Cross, Incorporated), of their average net asset value. In addition, Class A
shares bear an asset based service fee of .25% per annum. The sales charge on
Class A Shares is allocated between your investment dealer and Roosevelt &
Cross, Incorporated as shown below:

<TABLE>
<CAPTION>
AS A PERCENTAGE AS A PERCENTAGE
OF OFFERING OF NET ASSET
PRICE OF THE VALUE OF THE DEALER'S
SHARES SHARES SALES
AMOUNT INVESTED PURCHASED PURCHASED CONCESSION
- --------------- --------- --------- ----------

CUMULATIVE QUANTITY DISCOUNT. The above tables of reduced sales charges
also apply if the dollar amount of a purchase plus the net asset value of Class
A Shares then owned by the purchaser is $100,000 or more. The sales charge on
the shares being purchased will then be at the rate applicable to the aggregate
value of such shares then owned plus the amount of the purchase.

To receive the cumulative quantity discount, the investor or securities
dealer must request the discount at the time of placing the purchase order and
give the Transfer Agent sufficient information to determine and confirm that the
purchase will qualify for the discount. The cumulative quantity discount may be
amended or terminated at any time as to all purchases occurring thereafter.

LETTER OF INTENTION. An investor may also pay reduced sales charges by
signing and fulfilling the Letter of Intention on the New Account Application
which expresses the investor's intention to invest within the specified 13-month
period the amount in Class A Shares indicated. The Letter of Intention may be
back dated to include purchases made within 90 days prior the signing of the
Letter of Intention. The Letter of Intention will not be a binding obligation on
either the purchaser or the Fund.

Purchases made under the Letter of Intention are made at the sales charge
applicable to the aggregate amount to be invested under the Letter of Intention
as if all shares were purchased in a single transaction. During the period
covered by the Letter of Intention, the Transfer Agent will escrow shares
representing 5% of the intended purchase. If the intention is not completed, a
price adjustment is made, based upon the actual amount invested within the
period covered by the Letter of Intention, by redemption of escrowed shares. A
Letter of Intention can be amended: (a) during the 13-month period if the
purchaser files an amended Letter of Intention with the same expiration date as
the original and (b) automatically after the end of the period, if the total
purchases credited to the Letter of

17
<PAGE> 21

Intention qualify for an additional reduction in sales charge.

CLASS C SHARES are sold at net asset value without an initial sales charge
but if redeemed within eighteen months of purchase (the "CDSC Period") a
contingent deferred sales charge ("CDSC") equal to 1.50% of the lesser of the
current market value or the cost of the shares being redeemed will apply and if
redeemed after eighteen months of purchase and before twenty four months after
purchase, a CDSC equal to .75% of the lesser of the current market value or the
cost of the shares being deemed will apply. No CDSC will be imposed on Class C
Shares acquired by reinvestment of distributions. In determining whether a CDSC
is applicable, it will be assumed that a redemption is made first of shares
derived from reinvestment of distributions and second of shares purchased during
the CDSC Period. Class C Shares bear an asset based service fee of 0.25% and a
Rule 12b-1 fee, shown in the Fee Table on page 22, that is higher than the Rule
12b-1 fee for Class A Shares. Class C Shares provide the benefit of putting all
of an investor's dollars to work from the time the investment is made but will
have a higher annual expense ratio and pay lower dividends than Class A Shares
due to the higher Rule 12b-1 fee.

Each Fund may waive the CDSC on redemption following the death of a
shareholder, or if a shareholder becomes unable to engage in any substantial
gainful activity by reason of a medically determinable physical or mental
impairment which can be expected to result in death or be of long-continued and
indefinite duration; and when a total or partial redemption is made in
connection with a distribution from IRAs or other qualified retirement plans
after attaining age 59-1/2. See the Statement of Additional Information.

All CDSC's imposed on redemptions are paid to the Distributor. The
Distributor intends to pay a commission of 1% of the purchase amount to
participating dealers at the time the investor purchases Class C shares.

CONVERSION OF CLASS C SHARES: Class C shares will automatically convert to
Class A shares seven years after the end of the calendar month in which the
purchase order for Class C shares was accepted, on the basis of the relative net
asset values of the two classes and subject to the following terms: Class C
shares acquired through the reinvestment of dividends and distributions
("reinvested Class C shares") will be converted to Class A shares on a pro-rata
basis only when Class C shares not acquired through reinvestment of dividends or
distributions ("purchased Class C shares") are converted. The portion of
reinvested Class C shares to be converted will be determined by the ratio that
the purchased Class C shares eligible for conversion bear to the total amount of
purchased Class C shares in the shareholder's account. For the purposes of
calculating the holding period, Class C shares will be deemed to have been
issued on the sooner of: (a) the date on which the issuance of Class C shares
occurred, or (b) for Class C shares obtained by an exchange or series of
exchanges, the date on which the issuance of the original Class C shares
occurred. This conversion to Class A shares will relieve Class C shares that
have been outstanding for at least seven years (a period of time sufficient for
Roosevelt & Cross, Incorporated to have been compensated for distribution
expenses related to such Class C shares) from the higher ongoing distribution
fee paid by Class C shares. Only Class C shares have this conversion feature.
Conversion of Class C shares to Class A shares is contingent on the availability
of a private letter revenue ruling from the Internal Revenue Service or an
opinion of counsel affirming that such

18
<PAGE> 22

conversion does not constitute a taxable event for the shareholder under the
Internal Revenue Code. If such revenue ruling or opinion of counsel is no longer
available, conversion of Class C shares to Class A shares would have to be
suspended, and Class C shares would continue to be subject to the Class C
distribution fee until redeemed.

SALES CHARGE WAIVERS: Directors, Trustees, officers and full-time employees
of the Portfolios, the Trust, the Manager, the Subadviser or the Distributor,
including members of the immediate families of such individuals and employee
benefit plans established by such entities, may purchase shares of the Funds at
net asset value.

Shares of the Funds may be purchased at net asset value by broker-dealers
who have a sales agreement with the Distributor and by their registered
personnel and employees, including members of the immediate families of such
registered personnel and employees (i.e., spouse and minor children only).

The Funds may also sell Class A or Class C shares at net asset value
without an initial sales charge or a contingent deferred sales charge to
clients of the Manager or the Subadviser by making arrangements to do so with
the Trust and the transfer agent.

No sales charge will be charged on accounts that are opened for
shareholders by dealers where the amount invested represents redemption proceeds
from funds distributed other than by Roosevelt & Cross, Incorporated, and where
the shareholder has paid a sales charge in connection with the purchase of such
other fund's shares; provided that (i) shares of the Fund are purchased within
30 days after redemption of such other fund's shares; and (ii) sufficient
documentation of such redemption as the Transfer Agent may require shall be
provided at the time Fund shares are purchased. In addition, shareholders who
have redeemed shares of a mutual fund which is a series of The Flex-Partners
(each a "Flex-Partners Fund") may reinvest the proceeds in any Flex-Partners
Fund at net asset value if such proceeds are reinvested within 30 days after the
date of redemption.

- -------------------------------------------------------------------------------
HOW TO MAKE WITHDRAWALS (REDEMPTIONS)
- -------------------------------------------------------------------------------

Shares are redeemed and funds withdrawn at net asset value per share, and
there are no redemption fees. (See "How Net Asset Value Is Determined.")

BY MAIL -- A shareholder may redeem shares by mailing a written request in
good order to The Flex-Partners, c/o Mutual Funds Service Co., P. O. Box 7177,
Dublin, OH 43017. Good order means that the request must be signed by the
shareholder(s) and the signature(s) must be guaranteed by an eligible guarantor
institution (a bank, broker-dealer, credit union, securities exchange, clearing
agency or savings association). Further documentation may be required as to the
authority of the person requesting redemption of shares held of record in the
name of corporations or trustees, and other fiduciaries.

Amounts withdrawn are mailed without charge to the address printed on your
account statement.

BY BANK WIRE -- A shareholder may redeem by telephone by placing a wire
redemption through a securities dealer. Wire redemption requests received by
dealers prior to 4:00 p.m., Eastern time, and received by MFSCO before 5:00
p.m., Eastern time on the same day, are confirmed at that day's net asset value
per share. Direct wire redemption requests must be received by 4:00 p.m. to be
confirmed at that day's net asset value.

19
<PAGE> 23

WHEN REDEMPTIONS ARE EFFECTIVE -- Redemptions are made at the net asset
value per share next determined after receipt of a redemption request in good
order. (See "How Net Asset Value Is Determined.")

WHEN PAYMENTS ARE MADE -- Shares are redeemed at their net asset value per
share next determined after receipt by MFSCO of the redemption request in the
form described above, less, in the case of Class C shares, any applicable
contingent deferred sales charge. Payment is normally made within seven days
after the redemption request, provided that payment in redemption of shares
purchased by check will be effected only after the check has been collected,
which may take up to fifteen (15) days from the purchase date. To eliminate this
delay it is advisable to purchase shares of the Funds by certified check or
wire.

- -------------------------------------------------------------------------------
EXCHANGE PRIVILEGE
- -------------------------------------------------------------------------------

An exchange represents the sale of shares of one fund and the purchase of
shares of another, which may produce a gain or loss for tax purposes.

Your exchange will be processed at the net asset value next determined
after the Transfer Agent receives your exchange request. You will receive a
prospectus along with your confirmation if you exchange into a fund not offered
in this Prospectus. The exchange feature may be modified or discontinued at any
time, upon notice to shareholders in accordance with applicable rules adopted by
the Securities and Exchange Commission.

Your exchange may be processed only if the shares of the fund to be
acquired are eligible for sale in your state and if the amount of your
transaction meets the minimum requirements for that fund. The exchange privilege
is only available in states in which it may be legally offered.

EXCHANGES OF CLASS A SHARES: You may exchange your Class A shares for Class
A shares of any Flex-Partners Fund and for shares of The Flex-funds Money Market
Fund, a single-class money market fund managed by the Manager.

EXCHANGES OF CLASS C SHARES: Class C shares of each Fund are exchangeable
at net asset value only for Class C shares of any other Flex-Partners Fund.
Class C shares of the Funds cannot be exchanged for Class A shares of any
Flex-Partners Fund.

Each Fund reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if in the Manager's or Subadviser's
(in the case of The BTB Fund) judgment, the Fund would be unable to invest
effectively in accordance with its investment objectives and policies, or would
otherwise potentially be adversely affected.

IF YOU HAVE ANY QUESTIONS ON EXCHANGE OR REDEMPTION PROCEDURES, CALL YOUR
DEALER OR THE TRANSFER AGENT.

<PAGE> 24

- -------------------------------------------------------------------------------
RETIREMENT PLANS
- -------------------------------------------------------------------------------

The Trust offers retirement plans which include a prototype Profit Sharing
Plan, a Money Purchase Pension Plan, a Salary Savings Plan--401(k), an
Individual Retirement Account (IRA), and a Simplified Employee Pension (SEP)
Plan. Plan Adoption Agreements and other information required to establish a
Flex-Partners Retirement Plan are available from The Flex-Partners, c/o R.
Meeder & Associates, Inc., P.O. Box 7177, Dublin, Ohio 43017; or call
1-800-494-3539.

Minimum purchase requirements for retirement plan accounts are subject to
the same requirements as regular accounts, except for an IRA, which has a
reduced minimum purchase requirement. (See "How to Buy Shares.")

- -------------------------------------------------------------------------------
OTHER SHAREHOLDER SERVICES
- -------------------------------------------------------------------------------

AUTOMATIC ACCOUNT BUILDER: Regular investments in either Fund of $100 or
more will be deducted from a shareholder's checking or savings account and
invested in shares of the Funds selected. A shareholder's bank must be a member
of the Automated Clearing House (ACH). Shareholders wishing to add to their
investment account must complete the Automatic Account Builder section of the
New Account Application. There is no additional charge for this service.

SYSTEMATIC WITHDRAWAL PROGRAM: A Systematic Withdrawal Program is offered
for any investor who wishes to receive regular distributions of $100 or more
from his account. The investor must either own or purchase shares having a value
of at least $10,000 and advise the Trust in writing of the amount to be
distributed and the desired frequency, i.e., monthly, quarterly or annually.
This option may be exercised by completing the appropriate section of the New
Account Application. The investor should realize that if withdrawals exceed
income dividends, the invested principal may be depleted.

Systematic withdrawals from investor accounts owning Class C Shares will be
subject to the contingent deferred sales charge with the following exceptions.
No CDSC will be imposed on withdrawals: (1) that are made in connection with a
distribution from an IRA or other qualified retirement plan after attaining age
59-1/2; or (2) on an amount which will not exceed 10% annually of the "initial
acccount value" -- i.e., the value of the Fund account at the time the
shareholder elects to participate in the systematic withdrawal program and
thereafter, the value of the account as of the first day of any calendar year.
The investor may make additional investments and may change or stop the program
at any time. There is no charge for this program.

21
<PAGE> 25

- -------------------------------------------------------------------------------
SHAREHOLDER ACCOUNTS
- -------------------------------------------------------------------------------

The Trust maintains an account for each shareholder in full and fractional
shares. Each Fund reserves the right to reject any purchase order, and to waive
minimum purchase requirements.

CONFIRMATION STATEMENT -- All purchase and sale transactions, and dividend
reinvestments, are confirmed promptly after they become effective.

ACCOUNTS BELOW MINIMUM -- The Trust reserves the right to redeem shares in
any account for their then current net asset value and pay the proceeds to the
shareholder if at any time the account has shares valued at less than $1,000
($500 for an IRA) as a result of redemptions by the shareholder. The Trust also
reserves the right to redeem the shares in any account which may have been
opened under a waiver of minimum purchase requirements if sufficient additional
shares were not subsequently purchased to meet these requirements. Before a
redemption is processed, the shareholder will be allowed 30 days after written
notice from the Trust to make an additional investment sufficient to bring the
value of shares in the account to $1,000 ($500 for an IRA).

- -------------------------------------------------------------------------------
DISTRIBUTION PLANS
- -------------------------------------------------------------------------------

Each Fund has adopted two plans of distribution pursuant to Rule 12b-1 (the
"Distribution Plans") in accordance with the regulations under the Investment
Company Act of 1940, as amended (the "1940 Act"). Under the provisions of the
Distribution Plans, each Fund makes payments to the Distributor based on an
annual percentage of the average daily value of the net assets of each class of
shares as follows:

<TABLE>
<CAPTION>
CLASS DISTRIBUTION FEE
- ----- ----------------
<S> <C>
A 0.25%
C 0.75%
</TABLE>

Each Fund has adopted two service plans (the "Service Plans"). Under the
provisions of the Service Plans, each fund makes payments to the Distributor
based on an annual percentage of the average daily value of the net assets of
each class of shares as follows:

<TABLE>
<CAPTION>
CLASS SERVICE FEE
- ----- -----------
<S> <C>
A 0.25%
C 0.25%
</TABLE>

Some or all of the service fees are used to reimburse securities dealers
(including securities dealers that may be affiliates of the Distributor) for
personal services and/or the maintenance of shareholder accounts. A portion of
any initial commission paid to dealers for the sale of shares of each Fund
represents payment for personal services and/or the maintenance of shareholder
accounts by such dealers. Dealers who have sold Class A shares are eligible for
further reimbursement commencing as of the time of such sale. Dealers who have
sold Class C shares are eligible for further reimbursement after the first
twelve months during which such shares have been held of record by such

22
<PAGE> 26

dealer as nominee for its clients (or by such clients directly). Any service
fees received by the Distributor and not allocated to dealers may be applied by
the Distributor in reduction of expenses incurred by it directly for personal
services and the maintenance of shareholder accounts.

The distribution fees are used primarily to offset initial and ongoing
commissions paid to securities dealers for selling such shares. Any distribution
fees received by the Distributor and not allocated to dealers may be applied by
the Distributor in connection with sales or marketing efforts, including special
promotional fees and cash and noncash incentives based upon sales by securities
dealers.

A rule of the National Association of Securities Dealers, Inc. ("NASD")
limits the annual expenditures which each Fund may incur under the Distribution
Plans and the Service Plans to a total of 1%, of which 0.75% may be used to pay
distribution expenses and 0.25% may be used to pay shareholder service fees. The
NASD rules also limits the aggregate amount which each Fund may pay for such
distribution costs to 6.25% of gross share sales of a class since the inception
of any asset-based sales charge plus interest at the prime rate plus 1% on
unpaid amounts thereof (less any contingent deferred sales charge). Such
limitation does not apply to shareholder service fees.

- -------------------------------------------------------------------------------
INCOME DIVIDENDS AND TAXES
- -------------------------------------------------------------------------------

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. The BTB Fund's dividends are
distributed at the end of the month and declared payable to shareholders on the
last business day of each month to shareholders of record as of the previous
business day.

The TAA Fund's dividends are declared payable to shareholders on a
quarterly basis.

In December, the Funds may distribute an additional ordinary income
dividend (consisting of net short-term capital gains and undistributed income)
in order to preserve its status as a registered investment company (mutual fund)
under the Internal Revenue Code. Net long-term capital gains, if any, also are
declared and distributed in December. Dividends paid by each Fund with respect
to Class A shares and Class C shares, to the extent any dividends are paid, will
be calculated in the same manner at the same time, on the same day and will be
in the same amount except that each class will bear its own distribution
charges, resulting in lower dividends for Class C shares. Distributions of net
capital gains, if any, will be paid in the same amount for Class A shares and
Class C shares.

DISTRIBUTION OPTIONS. You may choose to receive dividends and capital gain
distributions in cash or to reinvest them in additional shares. Please indicate
your choice on your New Account Application or contact your dealer. If you elect
to receive dividends or capital gain distributions in cash and the U.S. Postal
Service returns your checks to us, the checks will be reinvested in your account
at the Fund's then-current net asset value. Until we receive instructions to the
contrary, subsequent distributions will be reinvested in your account. In
addition, we may reinvest, at the Fund's then-current net asset value, any
distribution checks that remain uncashed for six months.

TAXES. Each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code by distributing all, or substantially
all, of its

23
<PAGE> 27

net investment income and net realized capital gains to shareholders each year.

Each Fund's dividends and capital gain distributions are subject to federal
income tax whether they are received in cash or reinvested in additional shares.
Distributions declared in October, November, December and paid in January of the
following year are taxable as if they were paid on December 31. The TAA Fund
expects to make such a distribution in future years.

Dividends from net investment income (including net short-term capital
gains) are taxable as ordinary income. Distributions from net long-term capital
gains, if any, are taxable as long-term capital gains, regardless of how long
you have held your shares.

A portion of each Fund's dividends may qualify for the dividends-received
deduction available to corporations. A Fund will send you a tax statement by
January 31 showing the tax status of distributions you received in the previous
year and will file a copy with the IRS.

Form 1099-DIV, Dividends and Distributions will not be provided to
individuals if gross dividends and other distributions are less than $10 or to
corporations, retirement plans (including IRA's), tax-exempt organizations or to
registered securities dealers.

You may realize a capital gain or loss when you redeem (sell) or exchange
shares of each Fund. For most types of accounts, the proceeds from your
redemption transactions will be reported to you and the IRS annually. However,
because the tax treatment depends on your purchase price and personal tax
position, you should keep your regular account statements to use in determining
your taxes.

"BUYING A DIVIDEND." The timing of your investment in the Funds could have
undesirable tax consequences.

If you opened a new account or bought more shares for your current account
just before the day a dividend or capital gain distribution was reflected in the
Fund's share price, you would receive a portion of your investment back as a
taxable distribution. This practice is sometimes referred to as "buying a
dividend."

BACKUP WITHHOLDING. Each Fund is required by federal law to withhold 31% of
reportable dividends, capital gain distributions, or redemptions payable to
shareholders who have not complied with IRS regulations. To avoid this
withholding requirement, you must certify on your account application (or on IRS
Form W-9) that your social security or taxpayer identification number (TIN) is
correct and that you are not subject to back-up withholding for previous under
reporting to the IRS, or that you are exempt from backup withholding.

The Funds may refuse to sell shares to investors who have not complied with
these requirements, either before or at the time of purchase. Until we receive
your certified TIN, we may redeem your shares in the Funds at any time.

- -------------------------------------------------------------------------------
HOW NET ASSET VALUE IS DETERMINED
- -------------------------------------------------------------------------------

Net asset value per share is determined at each closing of the New York
Stock Exchange each day the Exchange is open for business and each other day
during which

24
<PAGE> 28

there is a sufficient degree of trading that the current net asset value of a
Fund's shares might be materially affected by changes in the value of the
securities held by a Fund's Portfolio. Net asset value is obtained by dividing
the value of a Fund's assets (i.e., the value of its investment in the
corresponding Portfolio and other assets), less its liabilities, by the total
number of its shares of beneficial interest outstanding at the time. Net asset
value is determined separately for Class A shares and Class C shares. Although
the legal rights of Class A shares and Class C shares are substantially
identical, the different expenses borne by each class will result in different
net asset values and dividends. The net asset value of Class C shares will
generally be lower than the net asset value of Class A shares as a result of the
larger distribution fee accrual with respect to Class C shares.

- -------------------------------------------------------------------------------
PERFORMANCE INFORMATION AND REPORTS
- -------------------------------------------------------------------------------

A Fund's performance may be used from time to time in advertisements,
shareholder reports or other communications to shareholders or prospective
shareholders. Performance information may include a Fund's investment results
and/or comparisons of its investment results to the Standard & Poor's 500
Composite Stock Price Index or other various unmanaged indices or results of
other mutual funds or investment or savings vehicles. Each Fund's investment
results as used in such communications will be calculated on a total rate of
return basis in the manner set forth below. From time to time, fund rankings may
be quoted from various sources, such as Lipper Analytical Services, Inc. The
Fund will include performance data for both Class A and Class C shares of the
Fund in any advertisement or information including performance data for the
Fund.

A Fund may provide period and average annualized "total return" quotations.
A Fund's "total return" refers to the change in the value of an investment in
the Fund over a stated period based on any change in net asset value per share
and including the value of any shares purchasable with any dividends or capital
gains distributed during such period. Period total return may be annualized.
Period and average annualized total return are calculated separately for Class A
shares and Class C shares. Average annual total return smooths out variations in
performance and takes into account any applicable initial or contingent deferred
sales charges.

An annualized total return is a compounded total return which assumes that
the period total return is generated over a one-year period, and that all
dividends and capital gain distributions are reinvested. An annualized total
return will be slightly higher than a period total return if the period is
shorter than one year, because of the assumed reinvestment.

Unlike some bank deposits or other investments which pay a fixed yield for
a stated period of time, the total return of each Fund will vary depending upon
interest rates, the current market value of the securities held by the Fund's
corresponding Portfolio and changes in the Fund's expenses. In addition, during
certain periods for which total return quotations may be provided, the Manager
may have voluntarily agreed to waive portions of its fees on a month-to-month
basis. Such waivers will have the effect of increasing the Fund's net income
(and therefore its total return) during the period such waivers are in effect.

25
<PAGE> 29

Shareholders will receive financial reports semi-annually that include each
Fund's financial statements, including listings of investment securities held by
each Fund's corresponding Portfolio at those dates. Annual reports are audited
by independent accountants.

- -------------------------------------------------------------------------------
OTHER INFORMATION
- -------------------------------------------------------------------------------

SHARES OF BENEFICIAL INTEREST

The Trust's Declaration of Trust permits the Trust to offer and sell an
unlimited number of full and fractional shares of beneficial interest in each of
the Trust's existing funds and to create additional funds. All shares have a par
value of $.10 per share, are fully paid, non-assessable and fully transferable
when issued. All shares are issued as full or fractional shares.

A fraction of a share has the same rights and privileges as a full share.
Each Fund of the Trust issues its own series of shares of beneficial interest.
The shares of each Fund represent an interest only in the Fund's assets (and
profits or losses) and in the event of liquidation, each share of a particular
Fund would have the same rights to dividends and assets as every other share of
the Fund. The Trust's Board of Trustees may authorize the creation of additional
series under the Declaration of Trust, each of which would invest its assets in
separate, individually managed portfolios.

Each full or fractional share has a proportionate vote. On some issues,
such as the election of Trustees, all shares of the Trust vote together as one
series. On an issue affecting a particular Fund, only its shares vote as a
separate series. An example of such an issue would be a fundamental investment
restriction pertaining to only one Fund. In voting on a Distribution Plan,
approval of the Plan by the shareholders of a particular Fund would make the
Plan effective as to that Fund, whether or not it had been approved by the
shareholders of any other Fund.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a business trust
may, under certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss as a
result of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Fund itself was unable to meet its
obligations.

When matters are submitted for shareholder vote, shareholders of each Fund
will have one vote for each full share held and proportionate, fractional votes
for fractional shares held. A separate vote of a Fund is required on any matter
affecting the Fund on which shareholders are entitled to vote. Shareholders of
one Fund are not entitled to vote on a matter that does not affect that Fund but
that does require a separate vote of any other Fund. There normally will be no
meetings of shareholders for the purpose of electing Trustees unless and until
such time as less than a majority of Trustees holding office have been elected
by shareholders, at which time the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Any Trustee may be removed
from office upon the vote of shareholders holding at least two-thirds of the
Trust's outstanding shares at a meeting called for that purpose. The Trustees
are required to call such a meeting upon the written request

26
<PAGE> 30

of shareholders holding at least 10% of the Trust's outstanding shares.
Shareholders have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees of the Fund by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
purpose of removing one or more Trustees.

Each Portfolio, in which all the investable assets of a corresponding Fund
will be invested, is organized as a trust under the laws of the State of New
York. Each Portfolio's Declaration of Trust provides that a Fund and other
entities investing in the Portfolio (e.g., other investment companies, insurance
company separate accounts, and common and commingled trust funds) will each be
liable for all obligations of that Portfolio. However, the risk of a Fund
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and that Portfolio
itself was unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither a Fund nor its shareholders will be adversely
affected by reason of a Fund's investing in the corresponding Portfolio. In
addition, whenever the Trust is requested to vote on matters pertaining to the
fundamental policies of a Portfolio, the Trust will hold a meeting of the
corresponding Fund's shareholders and will cast its vote as instructed by the
Fund's shareholders.

Each class of shares represents identical interests in the applicable
Fund's investment portfolio. As such, they have the same rights, privileges and
preferences, except with respect to the: (a) designation of each class, (b)
effect of the respective sales charges, if any, for each class, (c) distribution
fees borne by each class, (d) expenses allocable exclusively to each class, (e)
voting rights on matters exclusively affecting a single class, (f) exchange
privilege of each class and (g) any conversion feature applicable to a class.

INVESTMENT STRUCTURE

Unlike other mutual funds which directly acquire and manage their own
portfolio of securities, each Fund seeks to achieve its investment objectives by
investing all of its investable assets in a corresponding Portfolio, a separate
registered investment company with the same investment objectives as the Fund.
Therefore, an investor's interest in the Portfolio's securities is indirect. In
addition to selling a beneficial interest to the Fund, the Portfolio may sell
beneficial interests to other mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions and will
pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares at
the same public offering price as the Fund. Investors in the Fund should be
aware that these differences may result in differences in returns experienced by
investors in the different funds that invest in the Portfolio. Such differences
in returns are also present in other mutual fund structures. Information
concerning other holders of interests in the Portfolio is available by
contacting the Trust by calling: 1-800-494-FLEX, or (614) 766-7074.

Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may experience higher pro rata
operating expenses, thereby producing lower returns. Additionally, the Portfolio
may become less diverse, resulting in increased portfolio risk. (However, this
possibility also exists for traditionally structured funds which have large or
institutional investors.) Also, funds with a greater pro rata ownership in the

27
<PAGE> 31

Portfolio could have effective voting control of the operations of the
Portfolio. Whenever the Trust is requested to vote on matters pertaining to the
Portfolio, the Trust will hold a meeting of shareholders of the Fund and will
cast all of its votes in the same proportion as do the Fund's shareholders.
Certain changes in the Portfolio's investment objectives, policies or
restrictions may require the Trust to withdraw the Fund's interest in the
Portfolio. Any such withdrawal could result in a distribution in kind of
portfolio securities (as opposed to a cash distribution from the Portfolio). If
such securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the distribution in
kind may result in a less diversified portfolio of investments or adversely
affect the liquidity of the Fund.

The Trust may withdraw the investment of any Fund from its corresponding
Portfolio at any time, if the Board of Trustees of the Trust determines that it
is in the best interests of the Fund to do so. Upon any such withdrawal, the
Board of Trustees would consider what action might be taken, including the
investment of all the assets of the Fund in another pooled investment entity
having the same investment objectives as that Fund or the retaining of an
investment adviser to manage the Fund's assets in accordance with the investment
policies with respect to that Fund's corresponding Portfolio. The inability to
find an adequate investment pool or investment adviser could have a significant
impact on shareholders' investment in the Fund.

As stated in "Investment Objectives and Policies," except as otherwise
expressly provided herein, a Portfolio and a Fund's investment objective and
policies are not fundamental and may be changed by the Trustees without
shareholder approval. (No such change would be made, however, without 30 days
written notice to shareholders.)

For descriptions of the investment objective and policies of the
Portfolios, see "Investment Objective and Policies." For descriptions of the
management and expenses of the Portfolios, see "The Trust and Its Management"
herein, and "Investment Adviser and Manager", "Investment Subadviser" and
"Trustees and Officers" in the Statement of Additional Information.

28
<PAGE> 32

INVESTMENT ADVISER
R. Meeder & Associates, Inc.

ADDRESS OF FUND & ADVISER
6000 Memorial Drive
Dublin, OH 43017
800-494-FLEX
614-766-7074 (in Central Ohio)

DISTRIBUTOR
Roosevelt & Cross, Incorporated
20 Exchange Place
New York, NY 10005
800-262-8642

CUSTODIAN
Star Bank, N.A.
Star Bank Center
425 Walnut Street
Cincinnati, OH 45202

TRANSFER AGENT & DIVIDEND
DISBURSING AGENT
Mutual Funds Service Co.
6000 Memorial Drive
Dublin, OH 43017
800-494-FLEX
614-766-7074 (in Central Ohio)

AUDITORS
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, OH 43215

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Highlights................................ 2
Synopsis of Financial Information......... 3
Performance............................... 5
Investment Objective and Policies......... 6
Additional Investment Policies............ 9
Risk Factors......................... 10
The Trust and Its Management.............. 13
How To Buy Shares......................... 15
How To Make Withdrawals (Redemptions)..... 19
Exchange Privilege........................ 20
Retirement Plans.......................... 21
Other Shareholder Services................ 21
Shareholder Accounts...................... 22
Distribution Plans........................ 22
Income Dividends and Taxes................ 23
How Net Asset Value is Determined......... 24
Performance Information and Reports....... 25
Other Information......................... 26
</TABLE>

THE FLEX-PARTNERS

PROSPECTUS

MAY ___, 1995
<PAGE> 33
THE FLEX-PARTNERS THE BTB FUND
CROSS REFERENCE SHEET TO FORM N-1A

<TABLE>
<CAPTION>
Part B.

Item No. Statement of Additional Information
- -------- -----------------------------------
<S> <C>
10 Cover Page

11 Table of Contents

12 Not applicable

13 Investment Policies and Limitations

14(a)(b) Trustees and Officers
14(c) Not applicable

15(a)(b) Not applicable
15(c) Trustees and Officers

16(a)(b) Investment Adviser and Manager
Investment Subadviser
16(c) Not applicable
16(d) Not applicable
16(e) Not applicable
16(f) The Distributor
16(g) Not applicable
16(h) Description of the Trust
16(i) Contracts with Companies Affiliated With Manager

17 Portfolio Transactions

18(a) Cover Page
Description of the Trust
18(b) Not applicable

19(a) Additional Purchase and Redemption Information
19(b) Valuation of Portfolio Securities
Additional Purchase and Redemption Information

20 Distributions and Taxes

21(a) The Distributor
21(b) Not applicable
21(c) Not applicable

22(a) Not applicable
22(b) Performance

23 Not applicable
</TABLE>

<PAGE> 34

THE BTB FUND
A FUND OF THE FLEX-PARTNERS TRUST
STATEMENT OF ADDITIONAL INFORMATION
__________, 1995

This Statement is not a prospectus but should be read in conjunction
with the Prospectus of The Flex-Partners (dated ________, 1995). Please retain
this document for future reference. A copy of the Prospectus may be obtained
from The Flex-Partners, 6000 Memorial Drive, Dublin, Ohio 43017, or by calling
1-800-494-3539. Capitalized terms used and not otherwise defined herein have the
same meanings as defined in the Prospectus.

The Fund offers two classes of shares which may be purchased at the
next determined net asset value per share plus a sales charge which, at the
election of the investor, may be imposed (i) at the time of purchase (Class A
shares) or (ii) on a deferred basis (Class C shares). These alternatives permit
an investor to choose the method of purchasing shares that is most beneficial
given the amount of the purchase, the length of time the investor expects to
hold the shares and other circumstances.

Each share of Class A and Class C represents an identical legal
interest in the investment portfolio of the Fund and has the same rights, except
that the Class C shares bear the higher expenses of a distribution plan for such
class which will cause the Class C shares to have a higher expense ratio and to
pay lower dividends than the Class A shares. Each class will have exclusive
voting rights with respect to its distribution plan. Although the legal rights
of holders of Class A and Class C shares are identical, the different expenses
borne by each class will result in different net asset values and dividends. The
two classes also have different exchange privileges and Class C shares have a
conversion feature.

<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Investment Policies and Limitations 2
Portfolio Transactions 15
Valuation of Portfolio Securities 17
Performance 18
Additional Purchase and Redemption Information 20
Distributions and Taxes 23
Investment Adviser and Manager 25
Investment Subadviser 26
The Distributor 27
Trustees and Officers 28
Flex-Partners Retirement Plans 31
Contracts With Companies Affiliated With Manager 31
Description of the Trust 32
</TABLE>

INVESTMENT ADVISER INVESTMENT SUBADVISER
R. Meeder & Associates, Inc. Miller/Howard Investments, Inc.

DISTRIBUTOR TRANSFER AGENT
Roosevelt & Cross, Incorporated Mutual Funds Service Co.

<PAGE> 35

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or limitation
states a maximum percentage of the Portfolio's assets that may be invested in
any security or other asset, or sets forth a policy regarding quality standards,
such standard or percentage limitation will be determined immediately after and
as a result of the Portfolio's acquisition of such security or other asset.
Accordingly, any subsequent change in values, net assets, or other circumstances
will not be considered when determining whether the investment complies with the
Fund's investment policies and limitations.

The Fund's fundamental investment limitations cannot be changed without approval
by a "majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940) of the Fund. However, except for the fundamental
investment limitations set forth below, the investment policies and limitations
described in this Statement of Additional Information are not fundamental and
may be changed by the Trustees without shareholder approval. THE FOLLOWING ARE
THE PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH IN THEIR ENTIRETY;
PROVIDED THAT NOTHING IN THE FOLLOWING INVESTMENT RESTRICTIONS WILL PREVENT THE
FUND FROM INVESTING ALL OR PART OF THE FUND'S ASSETS IN AN OPEN-END MANAGEMENT
INVESTMENT COMPANY WITH THE SAME INVESTMENT OBJECTIVE AS THE FUND. THE FUND OR
THE PORTFOLIO MAY NOT

(1) with respect to 75% of the Portfolio's total assets, purchase the securities
of any issuer (other than obligations issued or guaranteed by the government of
the United States, or any of its agencies or instrumentalities) if, as a result
thereof, (a) more than 5% of the Portfolio's total assets would be invested in
the securities of such issuer, or (b) the Fund would hold more than 10% of the
voting securities of such issuer;

(2) issue senior securities, except as permitted under the Investment Company
Act of 1940;

(3) borrow money, except that the Portfolio may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not exceeding
33 1/3% of its total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that come to exceed this amount will be
reduced within three days (not including Sundays and holidays) to the extent
necessary to comply with the 33 1/3% limitation;

(4) underwrite securities issued by others (except to the extent that the
Portfolio may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);

(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities)
if, as a result, more than 25% of the Portfolio's total assets would be invested
in the securities of companies whose principal business activities are in the
same industry, except that the Portfolio may invest more than 25% of its total
assets in securities of public utility companies;

(6) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

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<PAGE> 36

(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical commodities); or

(8) lend any security or make any other loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, but this limitation does not
apply to purchases of debt securities or to repurchase agreements.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.

(i) The Portfolio does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to the
securities sold short, and provided that transactions in futures contracts and
options are not deemed to constitute selling securities short.

(ii) The Portfolio does not currently intend to purchase securities on margin,
except that the Fund may obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin payments in connection with
futures contracts and options on futures contracts shall not constitute
purchasing securities on margin.

(iii) The Portfolio may borrow money only (a) from a bank or from a registered
investment company for which the Manager serves as investment adviser or (b) by
engaging in reverse repurchase agreements with any party (reverse repurchase
agreements are treated as borrowings for purposes of fundamental investment
limitation (3)). The Portfolio will not purchase any security while borrowings
representing more than 5% of its total assets are outstanding. The Portfolio
will not borrow from other funds advised by the Manager if total outstanding
borrowings immediately after such borrowing would exceed 15% of the Portfolio's
total assets.

(iv) The Portfolio does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities that are
deemed to be illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued, including repurchase agreements with remaining maturities in excess of
seven days or securities without readily available market quotes.

(v) The Portfolio does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the New
York Stock Exchange or the American Stock Exchange or traded on the NASDAQ
National Market System.

(vi) The Portfolio does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
Portfolio's net assets) to a registered investment company for which the Manager
serves as investment adviser or (b) acquiring loans, loan participations, or
other forms of direct debt instruments and in connection therewith, assuming any
associated unfunded commitments of the sellers. (This limitation does not apply
to purchases or debt securities or to repurchase agreements.)

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<PAGE> 37

(vii) The Portfolio does not currently intend to purchase securities of other
investment companies.

This limitation does not apply to securities received as dividends, through
offers of exchange, or as a result of reorganization, consolidation, or merger.

(viii) The Portfolio does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than 5% of
its total assets would be invested in the securities of business enterprises
that, including predecessors, have a record of less than three years of
continuous operation.

(ix) The Portfolio does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the Portfolio's net assets. Included
in that amount, but not to exceed 2% of the Portfolio's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the Portfolio in units or attached to
securities are not subject to these restrictions.

(x) The Portfolio does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.

(xi) The Portfolio does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of the Manager or the Subadviser who individually own more than 1/2 of
1% of the securities of such issuer, together own more than 5% of such issuer's
securities.

(xii) The Portfolio does not currently intend to invest in electric utilities
whose generation of power is derived from nuclear reactors.

For the Portfolio's limitations on futures and options transactions,
see the section entitled "Limitations on Futures and Options Transactions"
beginning on page 11. For the Portfolio's limitations on short sales, see the
section entitled "Short Sales" on page 15.

MONEY MARKET INSTRUMENTS. When investing in money market instruments,
the Portfolio will limit its purchases, denominated in U.S. dollars, to the
following securities.

* U.S. Government Securities and Securities of its Agencies and
Instrumentalities - obligations issued or guaranteed as to
principal or interest by the United States or its agencies
(such as the Export Import Bank of the United States, Federal
Housing Administration, and Government National Mortgage
Association) or its instrumentalities (such as the Federal
Home Loan Bank, Federal Intermediate Credit Banks and Federal
Land Bank), including Treasury bills, notes and bonds.

* Bank Obligations and Instruments Secured Thereby - obligations
including certificates of deposit, time deposits and bankers'
acceptances) of domestic banks having total assets of
$1,000,000,000 or more, instruments secured by such
obligations and obligations of foreign branches of such banks,
if the domestic parent bank is unconditionally liable to make
payment on the instrument if the foreign branch fails to

4
<PAGE> 38

make payment for any reason. The Portfolio may also invest in
obligations (including certificates of deposit and bankers'
acceptances) of domestic branches of foreign banks having
assets of $1,000,000,000 or more, if the domestic branch is
subject to the same regulation as United States banks. The
Portfolio will not invest at time of purchase more than 25% of
its assets in obligations of banks, nor will the Portfolio
invest more than 10% of its assets in time deposits.

* High Quality Commercial Paper - The Portfolio may invest in
commercial paper rated no lower than "A-2" by Standard &
Poor's Corporation or "Prime-2" by Moody's Investors Services,
Inc., or, if not rated, issued by a company having an
outstanding debt issue rated at least A by Standard & Poor's
or Moody's.

* Private Placement Commercial Paper - Private placement
commercial paper consists of unregistered securities which are
traded in public markets to qualified institutional investors,
such as the Portfolio. The Portfolio's risk is that the
universe of potential buyers for the securities, should the
Portfolio desire to liquidate a position, is limited to
qualified dealers and institutions, and therefore such
securities could have the effect of being illiquid.

* High Grade Corporate Obligations - obligations rated at least
A by Standard & Poor's or Moody's. See rating information
below.

* Repurchase Agreements -- See "Repurchase Agreements" below.

The Subadviser exercises due care in the selection of money market
instruments. However, there is a risk that the issuers of the securities may not
be able to meet their obligations to pay interest or principal when due. There
is also a risk that some of the Portfolio's securities might have to be
liquidated prior to maturity at a price less than original amortized cost or
value, face amount or maturity value to meet larger than expected redemptions.
Any of these risks, if encountered, could cause a reduction in net income or in
the net asset value of the Portfolio.

Ratings

1. Moody's Investors Services, Inc.'s Corporate Bond Rating:

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins or
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

5
<PAGE> 39

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length or time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

2. Standard and Poor's Corporation's Corporate Bond Rating:

AAA - Bonds rated AAA are highest grade obligations. They possess the
ultimate degree of protection as to principal and interest. Marketwise they move
with interest rates, and hence provide the maximum safety on all counts.

AA - Bonds rated AA also qualify as high grade obligations, and in the
majority of instances differ from AAA issues only in small degree. Here, too,
prices move with the long-term money market.

A - Bonds rated A are regarded as upper medium grade. They have
considerable investment strength but are not entirely free from the adverse
effect of changes in economic and trade conditions. Interest and principal are
regarded as safe. They predominantly reflect money rates in their market
behavior but, to some extent, also economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.

3. A-1 and P-1 Commercial Paper Ratings:

Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has
the following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and cash
flow have an upward trend. Typically, the issuer's industry is well established
and the issuer has a strong position within the industry. The reliability and
quality of management are unquestioned. Relative strength or weakness of the
above factors determines whether the issuer's commercial paper is A-1, A-2, or
A-3.

The rating P-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Among the factors considered by
Moody's in assigning ratings are the following: (1) evaluation of the management
of the issuer; (2) economic evaluation of the issuer's industry or industries
and an appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationships which exist with the issuer; and (8)
recognition by the

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<PAGE> 40

management of obligations which may be present or may arise as a result of
public interest questions and preparations to meet such obligations.

4. Description of Permitted Money Market Investments:

Commercial Paper - refers to promissory notes issued by corporations in
order to finance their short term credit needs.

U.S. Government Obligations - are bills, certificates of indebtedness,
notes and bonds issued by the U.S. Treasury and agencies, authorities and
instrumentalities of the U.S. Government established under the authority of an
act of Congress. Some obligations of U.S. Government agencies, authorities and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury, as for example, the Government National Mortgage Association; others
by the right of the issuer to borrow from the Treasury, as in the case of
Federal Farm Credit Banks and Federal National Mortgage Association; and others
only by the credit of the agency, authority or instrumentality; as for example,
Federal Home Loan Mortgage and Federal Home Loan Bank.

Repurchase Agreements - See "Repurchase Agreements" below.

Certificates of Deposit - are certificates issued against funds
deposited in a bank, are for a definite period of time, earn a specified or
variable rate of return and are normally negotiable.

Banker's Acceptances - are short-term credit instruments used to
finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.

Corporate Obligations - include bonds and notes issued by corporations
in order to finance longer term credit needs.

ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which they are
valued. Under the supervision of the Board of Trustees, the Subadviser
determines the liquidity of the Portfolio's investments and, through reports
from the Subadviser, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Portfolio's investments, the Subadviser may
consider various factors, including (1) the frequency of trades and quotations,
(2) the number of dealers and prospective purchasers in the marketplace, (3)
dealer undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Portfolio's rights and
obligations relating to the investment). Investments currently considered by the
Portfolio to be illiquid include repurchase agreements not entitling the holder
to payment of principal and interest within seven days, over-the-counter
options, and non-government stripped fixed-rate mortgage-backed securities.
Also, the Subadviser may determine some restricted securities,
government-stripped fixed-rate mortgage-backed securities, loans and other
direct debt instruments, and swap agreements to be illiquid. However, with
respect to over-the-counter options the Portfolio writes, all or a portion of
the value of the underlying instrument may be illiquid depending on the assets
held to cover the option and the nature and terms of any agreement the Portfolio
may have to close out the option before expiration. In the absence of market
quotations, illiquid investments are priced at fair value as determined in good
faith by the Board of Trustees. If through a change in values, net assets, or
other

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<PAGE> 41

circumstances, the Portfolio were in a position where more than 10% of its net
assets were invested in illiquid securities, it would seek to take appropriate
steps to protect liquidity.

RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the Securities
Act of 1933, or in a registered public offering. Where registration is required,
the Portfolio may be obligated to pay all or part of the registration expense
and a considerable period may elapse between the time it decides to seek
registration and the time the Portfolio may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the Portfolio might obtain a less favorable
price than prevailed when it decided to seek registration of the security.

REPURCHASE AGREEMENTS. In a repurchase agreement, the Portfolio
purchases a security and simultaneously commits to resell that security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. The resale price reflects the purchase price plus an
agreed upon incremental amount which is unrelated to the coupon rate or maturity
of the purchased security. A repurchase agreement involves the obligation of the
seller to pay the agreed upon price, which obligation is in effect secured by
the value (at least equal to the amount of the agreed upon resale price and
marked to market daily) of the underlying security. The Portfolio may engage in
repurchase agreements with respect to any security in which it is authorized to
invest.

While it does not presently appear possible to eliminate all risks from
these transactions (particularly the possibility of a decline in the market
value of the underlying securities, as well as delays and costs to the Portfolio
in connection with bankruptcy proceedings), it is the Portfolio's current policy
to limit repurchase agreement transactions to parties whose creditworthiness has
been reviewed and found satisfactory by the Subadviser.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
Portfolio sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument at a
particular price and time. While a reverse repurchase agreement is outstanding,
the Portfolio will maintain appropriate liquid assets in a segregated custodial
account to cover its obligation under the agreement. The Portfolio will enter
into reverse repurchase agreements only with parties whose creditworthiness has
been found satisfactory by the Subadviser. Such transactions may increase
fluctuations in the market value of the Portfolio's assets and may be viewed as
a form of leverage.

SECURITIES LENDING. The Portfolio may lend securities to parties such
as broker-dealers or institutional investors.

Securities lending allows the Portfolio to retain ownership of the
securities loaned and, at the same time, to earn additional income. Since there
may be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be made
only to parties deemed by the Subadviser to be of good standing. Furthermore,
they will only be made if, in the Subadviser's judgment, the consideration to be
earned from such loans would justify the risk.

The Subadviser understands that it is the current view of the SEC Staff
that the Portfolio may engage in loan transactions only under the following
conditions: (1) the Portfolio must receive 100% collateral in the form of cash
or cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower;

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<PAGE> 42

(2) the borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Portfolio must be able to terminate the
loan at any time; (4) the Portfolio must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any dividends,
interest, or other distributions on the securities loaned and to any increase in
market value; (5) the Portfolio may pay only reasonable custodian fees in
connection with the loan; and (6) the Board of Trustees must be able to vote
proxies on the securities loaned, either by terminating the loan or by entering
into an alternative arrangement with the borrower.

Cash received through loan transactions may be invested in any security
in which the Portfolio is authorized to invest. Investing this cash subjects
that investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).

FOREIGN INVESTMENTS. Foreign investments can involve significant risks
in addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and interest
from such securities, can change significantly when foreign currencies
strengthen or weaken relative to the U.S. dollar. Foreign securities markets
generally have less trading volume and less liquidity than U.S. markets, and
prices on some foreign markets can be highly volatile.

Many foreign countries lack uniform accounting and disclosure standards
comparable to those applicable to U.S. companies, and it may be more difficult
to obtain reliable information regarding an issuer's financial condition and
operations.

In addition, the costs of foreign investing, including withholding
taxes, brokerage commissions, and custodial costs, are generally higher than for
U.S. investments.

Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.

Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic, or social instability, military action or unrest, or adverse
diplomatic developments. There is no assurance that the Subadviser will be able
to anticipate or counter these potential events.

The considerations noted above generally are intensified for
investments in developing countries. Developing countries may have relatively
unstable governments, economies based on only a few industries, and securities
markets that trade a small number of securities.

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<PAGE> 43

The Portfolio may invest in foreign securities that impose restrictions
on transfer within the U.S. or to U.S. persons. Although securities subject to
transfer restrictions may be marketable abroad, they may be less liquid than
foreign securities of the same class that are not subject to such restrictions.

American Depository Receipts and European Depository Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
corporation held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and EDRs are
alternatives to the purchase of the underlying securities in their national
markets and currencies.

FOREIGN CURRENCY TRANSACTIONS. The Portfolio may hold foreign currency
deposits from time to time, and may convert dollars and foreign currencies in
the foreign exchange markets. Currency conversion involves dealer spreads and
other costs, although commissions usually are not charged. Currencies may be
exchanged on a spot (i.e., cash) basis, or by entering into forward contracts to
purchase or sell foreign currencies at a future date and price. Forward
contracts generally are traded in an interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the
contemplated currency exchange.

The Portfolio may use currency forward contracts to manage currency
risks and to facilitate transactions in foreign securities. The following
discussion summarizes the principal currency management strategies involving
forward contracts that could be used by the Portfolio.

In connection with purchases and sales of securities denominated in
foreign currencies, the Portfolio may enter into currency forward contracts to
fix a definite price for the purchase or sale in advance of the trade's
settlement date. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge."

The Subadviser expects to enter into settlement hedges in the normal
course of managing the Portfolio's foreign investments. The Portfolio could also
enter into forward contracts to purchase or sell a foreign currency in
anticipation of future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected by the
Subadviser.

The Portfolio may also use forward contracts to hedge against a decline
in the value of existing investments denominated in foreign currency. For
example, if the Portfolio owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for U.S.
dollars to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both positive
and negative currency fluctuations, but would not offset changes in security
values caused by other factors. The Portfolio could also hedge the position by
selling another currency expected to perform similarly to the pound sterling -
for example, by entering into a forward contract to sell Deutschemarks or
European Currency Units in return for U.S. dollars. This type of hedge,
sometimes referred to as a "proxy hedge," could offer advantages in terms of
cost, yield, or efficiency, but generally would not hedge currency exposure as
effectively as a simple hedge into U.S. dollars. Proxy hedges may result in
losses if the currency used to hedge does not perform similarly to the currency
in which the hedged securities are denominated.

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<PAGE> 44

Under certain conditions, SEC guidelines require mutual funds to set
aside cash and appropriate liquid assets in a segregated custodial account to
cover currency forward contracts. As required by SEC guidelines, the Portfolio
will segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The Portfolio will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.

Successful use of forward currency contracts will depend on the
Subadviser's skill in analyzing and predicting currency values. Forward
contracts may substantially change the Portfolio's investment exposure to
changes in currency exchange rates, and could result in losses to the Portfolio
if currencies do not perform as the Subadviser anticipates. For example, if a
currency's value rose at a time when the Subadviser had hedged the Portfolio by
selling that currency in exchange for dollars, the Portfolio would be unable to
participate in the currency's appreciation. If the Subadviser hedges currency
exposure through proxy hedges, the Portfolio could realize currency losses from
the hedge and the security position at the same time if the two currencies do
not move in tandem. Similarly, if the Subadviser increases the Portfolio's
exposure to a foreign currency, and that currency's value declines, the
Portfolio will realize a loss. There is no assurance that the Subadviser's use
of forward currency contracts will be advantageous to the Portfolio or that it
will hedge at an appropriate time. The policies described in this section are
non-fundamental policies of the Portfolio.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The Portfolio will
not: (a) sell futures contracts, purchase put options, or write call options if,
as a result, more than 50% of the Portfolio's total assets would be hedged with
futures and options under normal conditions; (b) purchase futures contracts or
write put options if, as a result, the Portfolio's total obligations upon
settlement or exercise of purchased futures contracts and written put options
would exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options purchased by the
Portfolio would exceed 5% of the Portfolio's total assets. These limitations do
not apply to options attached to or acquired or traded together with their
underlying securities, and do not apply to securities that incorporate features
similar to options. The above limitations on the Portfolio's investments in
futures contracts and options, and the Portfolio's policies regarding futures
contracts and options discussed elsewhere in this Statement of Additional
Information, may be changed as regulatory agencies permit.

FUTURES CONTRACTS. When the Portfolio purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future date.
When the Portfolio sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and sale
will take place is fixed when the Portfolio enters into the contract.

Some currently available futures contracts are based on specific
securities, such as U.S. Treasury bonds or notes, and some are based on indices
of securities prices, such as the Standard & Poor's 500 Composite Stock Price
Index (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.

The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase the Portfolio's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the Portfolio sells a futures
contract, by contrast, the value of its futures position will tend to move in a
direction contrary to the market. Selling futures

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<PAGE> 45

contracts, therefore, will tend to offset both positive and negative market
price changes, much as if the underlying instrument had been sold.

FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and seller
are required to deposit "initial margin" with a futures broker, known as a
futures commission merchant (FCM), when the contract is entered into. Initial
margin deposits are typically equal to a percentage of the contract's value.

If the value of either party's position declines, that party will be
required to make additional "variation margin" payments to settle the change in
value on a daily basis. The party that has a gain may be entitled to receive all
or a portion of this amount. Initial and variation margin payments do not
constitute purchasing securities on margin for purposes of the Portfolio's
investment limitations. In the event of the bankruptcy of an FCM that holds
margin on behalf of the Portfolio, the Portfolio may be entitled to return of
margin owed to it only in proportion to the amount received by the FCM's other
customers, potentially resulting in losses to the Portfolio.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option the
Portfolio obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this right, the
Portfolio pays the current market price for the option (known as the option
premium). Options have various types of underlying instruments, including
specific securities, indices of securities prices, and futures contracts. The
Portfolio may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid. If the Portfolio
exercises the option, it completes the sale of the underlying instrument at the
strike price. The Portfolio may also terminate a put option position by closing
it out in the secondary market at its current price, if a liquid secondary
market exists.

The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying instrument's
price does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium paid,
plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price.

A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if security prices do not rise sufficiently to offset the cost of the
option.

WRITING PUT AND CALL OPTIONS. When the Portfolio writes a put option,
it takes the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the Portfolio assumes the obligation to pay
the strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures contract
the Portfolio will be required to make margin payments to an FCM as described
above for futures contracts. The Portfolio may seek to terminate its position in
a put option it writes before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not liquid for
a put option the

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<PAGE> 46

Portfolio has written, however, the Portfolio must continue to be prepared to
pay the strike price while the option is outstanding, regardless of price
changes, and must continue to set aside assets to cover its position.

If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it received. If
security prices remain the same over time, it is likely that the writer will
also profit, because it should be able to close out the option at a lower price.
If security prices fall, the put writer would expect to suffer a loss. This loss
should be less than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should mitigate the
effects of the decline.

Writing a call option obligates the Portfolio to sell or deliver the
option's underlying instrument, in return for the strike price, upon exercise of
the option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the same
time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

COMBINED POSITIONS. The Portfolio may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the Portfolio may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the Portfolio's current or
anticipated investments exactly. The Portfolio may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the Portfolio's other investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Portfolio's
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instrument, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts.

The Fund may purchase or sell options and futures contracts with a
greater or lesser value than the securities it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in volatility between
the contract and the securities, although this may not be successful in all
cases. If

13
<PAGE> 47

price changes in the Portfolio's options or futures positions are poorly
correlated with its other investments, the positions may fail to produce
anticipated gains or result in losses that are not offset by gains in other
investments.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading volume
and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily price
fluctuation limits for options and futures contracts, and may halt trading if a
contract's price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached or a trading
halt is imposed, it may be impossible for the Portfolio to enter into new
positions or close out existing positions. If the secondary market for a
contract is not liquid because of price fluctuation limits or otherwise, it
could prevent prompt liquidation of unfavorable positions, and potentially could
require the Portfolio to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, the Portfolio's
access to other assets held to cover its options or futures positions could also
be impaired.

OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other party to
the option contract. While this type of arrangement allows the Portfolio greater
flexibility to tailor an option to its needs, OTC options generally involve
greater credit risk than exchange-traded options, which are guaranteed by the
clearing organization of the exchanges where they are traded.

OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that they
are traded on exchanges (and have margin requirements) and are standardized as
to contract size and delivery date. Most currency futures contracts call for
payment or delivery in U.S. dollars. The underlying instrument of a currency
option may be a foreign currency, which generally is purchased or delivered in
exchange for U.S. dollars, or may be a futures contract. The purchaser of a
currency call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed above. The
Portfolio may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The Portfolio may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with exchange
rates, but may not reflect other factors that affect the value of the Fund's
investments. A currency hedge, for example, should protect a Yen-denominated
security from a decline in the Yen, but will not protect the Portfolio against a
price decline resulting from deterioration in the issuer's creditworthiness.
Because the value of the Portfolio's foreign-denominated investments changes in
response to many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the Portfolio's
investments exactly over time.

ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The Portfolio will
comply with guidelines established by the SEC with respect to coverage of
options and futures strategies by mutual funds, and if the guidelines so
require, will set aside appropriate liquid assets in a segregated custodial
account in the

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<PAGE> 48

amount prescribed. Securities held in a segregated account cannot be sold while
the futures or option strategy is outstanding, unless they are replaced with
other suitable assets. As a result, there is a possibility that segregation of a
large percentage of the Portfolio's assets could impede portfolio management or
the Fund's ability to meet redemption requests or other current obligations.

SHORT SALES. The Portfolio may enter into short sales with respect to
stocks underlying its convertible security holdings. For example, if the
Subadviser anticipates a decline in the price of the stock underlying a
convertible security the Portfolio holds, it may sell the stock short. If the
stock price subsequently declines, the proceeds of the short sale could be
expected to offset all or a portion of the effect of the stock's decline on the
value of the convertible security. The Fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.

When the Portfolio enters into a short sale, it will be required to set
aside securities equivalent in kind and amount to those sold short (or
securities convertible or exchangeable into such securities) and will be
required to continue to hold them while the short sale is outstanding. The
Portfolio will incur transaction costs, including interest expense, in
connection with opening, maintaining, and closing short sales.

PORTFOLIO TURNOVER. The Portfolio has no fixed policy with respect to
portfolio turnover; however, as a result of the Portfolio's investment policies,
the Subadviser expects the annual portfolio turnover rate will be 50% or less.
The portfolio turnover rate is calculated by dividing the lesser of sales or
purchases of portfolio securities by the average monthly value of the
Portfolio's securities, excluding securities having a maturity at the date of
purchase of one year or less. High portfolio turnover may involve
correspondingly greater brokerage commissions and other transaction costs which
will be borne directly by the Portfolio.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of the Portfolio by the Subadviser pursuant to authority contained in
the investment advisory agreement and investment subadvisory agreement. The
Subadviser is also responsible for the placement of transaction orders for
accounts for which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, the Subadviser considers various relevant factors, including, but not
limited to, the size and type of the transaction; the nature and character of
the markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions, and arrangements for payment of Portfolio
expenses.

The Fund's brokerage transactions involving securities of companies
headquartered in countries other than the United States will be conducted
primarily on the markets and principal exchanges of such countries. Foreign
markets are generally not as developed as those located in the United States,
which may result in higher transaction costs, delayed settlement and less
liquidity for trades effected in foreign markets. Transactions on foreign
exchanges are usually subject to fixed commissions that generally are higher
than negotiated commissions on U.S. transactions. There is generally less
government supervision and regulation of exchanges and brokers in foreign
countries than in the United States.

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<PAGE> 49

The Portfolio may execute portfolio transactions with broker-dealers
who provide research and execution services to the Portfolio or other accounts
over which the Subadviser or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the advisability
of investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). The selection of such broker-dealers generally is made by the
Subadviser (to the extent possible consistent with execution considerations) in
accordance with a ranking of broker-dealers determined periodically by the
Subadviser's investment staff based upon the quality of research and execution
services provided.

The receipt of research from broker-dealers that execute transactions
on behalf of the Portfolio may be useful to the Subadviser in rendering
investment management services to the Portfolio or its other clients, and
conversely, such research provided by broker-dealers who have executed
transaction orders on behalf of other Subadviser clients may be useful to the
Subadviser in carrying out its obligations to the Portfolio. The receipt of such
research is not expected to reduce the Subadviser's normal independent research
activities; however, it enables the Subadviser to avoid the additional expenses
that could be incurred if the Subadviser tried to develop comparable information
through its own efforts.

Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
Portfolio to pay such higher commissions, the Subadviser must determine in good
faith that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or the Subadviser's overall
responsibilities to the Portfolio and its other clients. In reaching this
determination, the Subadviser will not attempt to place a specific dollar value
on the brokerage and research services provided or to determine what portion of
the compensation should be related to those services.

The Subadviser is authorized to use research services provided by and
to place portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the Fund or shares of other
Flex-Partners' funds or Flex-funds' funds to the extent permitted by law.

The Subadviser may allocate brokerage transactions to broker-dealers
who have entered into arrangements with the Subadviser under which the
broker-dealer allocates a portion of the commissions paid by the Portfolio
toward payment of the Portfolio's expenses, such as transfer agent fees of
Mutual Funds Service Co. or custodian fees. The transaction quality must,
however, be comparable to those of other qualified broker-dealers.

The Trustees of the Portfolio periodically review the Subadviser's
performance of its responsibilities in connection with the placement of
portfolio transactions on behalf of the Portfolio and review the commissions
paid by the Portfolio over representative periods of time to determine if they
are reasonable in relation to the benefits to the Portfolio.

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<PAGE> 50

From time to time, the Trustees of the Portfolio will review whether
the recapture for the benefit of the Portfolio of some portion of the brokerage
commissions or similar fees paid by the Portfolio on portfolio transactions is
legally permissible and advisable.

The Portfolio seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture arrangements
are in effect. The Trustees of the Portfolio intend to continue to review
whether recapture opportunities are available and are legally permissible and,
if so, to determine in the exercise of their business judgment, whether it would
be advisable for the Portfolio to seek such recapture.

Although the Trustees and officers of the Portfolio are substantially
the same as those of other portfolios managed by the Manager, investment
decisions for the Portfolio are made independently from those of other
portfolios managed by the Manager or accounts managed by affiliates of the
Manager. It sometimes happens that the same security is held in the portfolio of
more than one of these funds or accounts. Simultaneous transactions are
inevitable when several portfolios are managed by the same investment adviser,
particularly when the same security is suitable for the investment objective of
more than one portfolio.

When two or more portfolios are simultaneously engaged in the purchase
or sale of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the portfolios involved to be
equitable to each portfolio. In some cases this system could have a detrimental
effect on the price or value of the security as far as the Portfolio is
concerned. In other cases, however, the ability of the Portfolio to participate
in volume transactions will produce better executions and prices for the
Portfolio. It is the current opinion of the Trustees of the Portfolio that the
desirability of retaining the Manager as investment adviser to the Portfolio
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION OF PORTFOLIO SECURITIES

Portfolio securities are valued by various methods depending on the
primary market or exchange on which they trade. Equity securities for which the
primary market is the U.S. are valued at last sale price or, if no sale has
occurred, at the closing bid price. Equity securities for which the primary
market is outside the U.S. are valued using the official closing price or the
last sale price in the principal market where they are traded. If the last sale
price (on the local exchange) is unavailable, the last evaluated quote or last
bid price is normally used. Short-term securities are valued either at amortized
cost or at original cost plus accrued interest, both of which approximate
current value. Fixed-income securities are valued primarily by a pricing service
that uses direct exchange quotes and a vendor security valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques.

This twofold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data, without exclusive
reliance upon quoted, exchange, or over-the-counter prices.

Securities and other assets for which there is no readily available
market are valued in good faith by the Board of Trustees. The procedures set
forth above need not be used to determine the value of the securities owned by
the Portfolio if, in the opinion of the Board of Trustees, some other method
(e.g.,

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<PAGE> 51

closing over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.

Generally, the valuation of foreign and domestic equity securities, as
well as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close of
the New York Stock Exchange (NYSE).

The values of any such securities held by the Portfolio are determined
as of such time for the purpose of computing the Portfolio's net asset value.
Foreign security prices are furnished by independent brokers or quotation
services which express the value of securities in their local currency. The
Manager gathers all exchange rates daily at the close of the NYSE using the last
quoted price on the local currency and then translates the value of foreign
securities from their local currency into U.S. dollars. Any changes in the value
of forward contracts due to exchange rate fluctuations and days to maturity are
included in the calculation of net asset value. If an extraordinary event that
is expected to materially affect the value of a portfolio security occurs after
the close of an exchange on which that security is traded, then the security
will be valued as determined in good faith by the Board of Trustees.

PERFORMANCE

The Fund may quote its performance in various ways. All performance
information supplied by the Fund in advertising is historical and is not
intended to indicate future returns. The Fund's share price and total returns
fluctuate in response to market conditions and other factors, and the value of
Fund shares when redeemed may be more or less than their original cost.

TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of the Fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the Fund's net asset value
over the period. Average annual total return is determined separately for Class
A and Class C shares. Average annual returns will be calculated by determining
the growth or decline in value of a hypothetical historical investment in the
Fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of growth
or decline in value had been constant over the period. For example, a cumulative
return of 100% over ten years would produce an average annual return of 7.18%,
which is the steady annual rate of return that would equal 100% growth on a
compounded basis in ten years. While average annual returns are a convenient
means of comparing investment alternatives, investors should realize that the
Fund's performance is not constant over time, but changes from year to year, and
that average annual returns represent averaged figures as opposed to the actual
year-to-year performance of the Fund.

In addition to average annual returns, the Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Average annual and cumulative total returns may be quoted
as a percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, or series of redemptions over any time
period. Total returns may be broken down into their components of income and
capital (including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to total
return. Total returns may be quoted on a before-tax or after-tax basis. Total
returns, yields, and other performance information may be quoted numerically, or
in a table, graph, or similar illustration.

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<PAGE> 52

NET ASSET VALUE. Charts and graphs using the Fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted net asset value includes any distributions paid by the
Fund and reflects all elements of its return. Unless otherwise indicated, the
Fund's adjusted net asset values are not adjusted for sales charges, if any.

MOVING AVERAGES. The Fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's adjusted
closing net asset value for a specified period. A short-term moving average is
the average of each day's adjusted closing net asset value for a specified
period. Moving Average Activity Indicators combine adjusted closing net asset
values from the last business day of each week with moving averages for a
specified period to produce indicators showing when a net asset value has
crossed, stayed above, or stayed below its moving average.

HISTORICAL FUND RESULTS. The Fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as mutual
fund rankings prepared by Lipper Analytical Services, Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the performance
of mutual funds. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and total return is prepared without regard
to tax consequences. In addition to the mutual fund rankings, the Fund's
performance may be compared to mutual fund performance indices prepared by
Lipper.

From time to time, the Fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals. For
example, the Fund may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds on the
basis of risk-adjusted performance. Rankings that compare the performance of
Flex-Partners or Flex-funds funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.

In advertising materials, the Trust may reference or discuss its
products and services, which may include: other Flex-Partners or Flex-funds
funds; retirement investing; the effects of periodic investment plans and dollar
cost averaging; saving for college; and charitable giving. In addition, the Fund
may quote financial or business publications and periodicals, including model
portfolios or allocations, as they relate to Fund management, investment
philosophy, and investment techniques. The Fund may also reprint, and use as
advertising and sales literature, articles from Reflexions, a quarterly magazine
provided free of charge to Flex-Partners and Flex-funds shareholders.

VOLATILITY. The Fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the Fund may compare these
measures to those of other funds. Measures of volatility seek to compare the
Fund's historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a comparative
benchmark may be. All measures of volatility and correlation are calculated
using averages of historical data.

MOMENTUM INDICATORS indicate the Fund's price movements over specific
periods of time. Each point on the momentum indicator represents the Fund's
percentage change in price movements over that period.

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<PAGE> 53

The Fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a Fund at periodic intervals, thereby
purchasing fewer shares when prices are high and more shares when prices are
low. While such a strategy does not assure a profit or guard against loss in a
declining market, the investor's average cost per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should consider their ability to continue purchasing shares
during periods of low price levels.

The Fund may be available for purchase through retirement plans or
other programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000 investment
earning a taxable return of 10% annually would have an after-tax value of $1,949
after ten years, assuming tax was deducted from the return each year at a 31%
rate. An equivalent tax-deferred investment would have an after-tax value of
$2,100 after ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Fund is open for business and its net asset value per share (NAV)
is calculated each day the NYSE is open for trading. The NYSE has designated the
following holiday closings for 1995: Washington's Birthday (observed), Good
Friday, Memorial Day (observed), Independence Day (observed), Labor Day,
Thanksgiving Day, and Christmas Day (observed). Although the Subadviser expects
the same holiday schedule, with the addition of New Year's Day, to be observed
in the future, the NYSE may modify its holiday schedule at any time.

The Fund's net asset value is determined as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier if
trading on the NYSE is restricted or as permitted by the SEC. To the extent that
portfolio securities are traded in other markets on days when the NYSE is
closed, the Fund's NAV may be affected on days when investors do not have access
to the Fund to purchase or redeem shares.

If the Trustees determine that existing conditions make cash payment
undesirable, redemption payments may be made in whole or in part in securities
or other property, valued for this purpose as they are valued in computing the
Fund's NAV. Shareholders receiving securities or other property on redemption
may realize a gain or loss for tax purposes, and will incur any costs of sale,
as well as the associated inconveniences.

Shareholders of the Fund will be able to exchange their Class A shares
for Class A shares of any mutual fund that is a series of The Flex-Partners
(each a "Flex-Partners Fund"), and shares of The Flex-funds Money Market Fund.
No fee or sales load will be imposed upon the exchange. Shareholders of The
Flex-funds Money Market Fund who acquired such shares upon exchange of Class A
shares of the Fund may use the exchange privilege only to acquire Class A shares
of a Flex-Partners Fund.

Shareholders of the Fund may exchange their Class C shares for Class C
shares of other Flex-Partners Funds. If Class C shares of the Fund are exchanged
for Class C shares of other Flex-Partners Funds, no contingent deferred sales
charge will be payable upon such exchange of Class C shares, but a contingent
deferred sales charge will be payable upon the redemption of Class C shares
acquired as a result of the exchange. The applicable sales charge will be that
imposed by the Fund in which shares

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<PAGE> 54

were initially purchased and the purchase date will be deemed to be the date of
the initial purchase, rather than the date of the exchange.

At any time after acquiring shares of other funds participating in the
Class C exchange privilege, the shareholder may again exchange those shares (and
any reinvested dividends and distributions) for Class C shares of the Fund
without subjecting such shares to any contingent deferred sales charge. Shares
of any fund participating in the Class C exchange privilege that were acquired
through reinvestment of dividends or distributions may be exchanged for Class C
shares of other funds without being subject to any contingent deferred sales
charge.

Additional details about the exchange privilege and prospectuses for
each of the Flex-Partners Funds and The Flex-funds Money Market Fund are
available from the Fund's Transfer Agent. The exchange privilege may be
modified, terminated or suspended on 60 days' notice, and any fund, including
the Fund, or the Distributor, has the right to reject any exchange application
relating to such fund's shares. The 60 day notification requirement may be
waived if (i) the only effect of a modification would be to reduce or eliminate
an administrative fee, redemption fee, or deferred sales charge ordinarily
payable at the time of an exchange, or (ii) the Fund suspends the redemption of
the shares to be exchanged as permitted under the 1940 Act or the rules and
regulations thereunder, or the fund to be acquired suspends the sale of its
shares because it is unable to invest amounts effectively in accordance with its
investment objective and policies.

In the Prospectus, the Fund has notified shareholders that it reserves
the right at any time, without prior notice, to refuse exchange purchases by any
person or group if, in the Subadviser's judgment, the Fund would be unable to
invest effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected.

COMBINED PURCHASE AND CUMULATIVE PURCHASE PRIVILEGE. If an investor or
eligible group of related investors purchases Class A shares of the Fund
concurrently with Class A shares of other series of the Trust, the purchases may
be combined to take advantage of the reduced sales charges applicable to larger
purchases. See the table of breakpoints under "How to Buy Shares - Cumulative
Quantity Discount" in the Prospectus.

An eligible group of related Fund investors includes any combination of
the following:

(a) an individual;

(b) the individual's spouse, their children and their
parents;

(d) any company controlled by the individual (a person,
entity or group that holds 25% or more of the outstanding voting securities of a
corporation will be deemed to control the corporation, and a partnership will be
deemed to be controlled by each of its general partners);

(e) a trust created by the individual, the beneficiaries
of which are the individual, his or her spouse, parents or children;

21
<PAGE> 55

(f) a Uniform Gifts to Minors Act/Uniform Transfers to
Minors Act account created by the individual or the individual's spouse; and

(g) one or more employee benefit plans of a company
controlled by an individual.

The Combined Purchase and Cumulative Purchase Privilege does not apply
to individual participants in retirement and group plans described below under
"Flex-Partners Retirement Plans."

RIGHTS OF ACCUMULATION. Reduced sales charges are also available
through Rights of Accumulation, under which an investor or an eligible group of
related investors, as described above under "Combined Purchase and Cumulative
Purchase Privilege," may aggregate the value of their existing holdings of the
Class A shares of the Fund and Class A shares of other Flex-Partners Funds to
determine the reduced sales charge. The value of existing holdings for purposes
of determining the reduced sales charge is calculated using the maximum offering
price (net asset value plus maximum sales charge) as of the previous business
day. See "How Net Asset Value is Determined" in the Prospectus. The Transfer
Agent must be notified at the time of purchase that the investor is entitled to
a reduced sales charge. The reduced sales charges will be granted subject to
confirmation of the investor's holdings. Rights of accumulation are not
available to individual participants in the retirement and group plans described
below under "Flex-Partners Retirement Plans."

LETTERS OF INTENT. Reduced sales charges are also available to
investors (or an eligible group of related investors) who enter into a written
Letter of Intent providing for the purchase, within a thirteen-month period, of
Class A shares of the Fund and Class A shares of other Flex-Partners Funds. All
Class A shares of the Fund and Class A shares of other Flex-Partners Funds which
were previously purchased and are still owned are also included in determining
the applicable reduction. The Transfer Agent must be notified at the time of
purchase that the investor is entitled to a reduced sales charge. The reduced
sales charges will be granted subject to confirmation of the investor's
holdings. Letters of Intent are not available to individual participants in
retirement and group plans described below under "Flex-Partners Retirement
Plans."

A Letter of Intent permits a purchase to establish a total investment
goal to be achieved by any number of investments over a thirteen-month period.
Each investment made during the period will receive the reduced sales charge
applicable to the amount represented by the goal, as if it were a single
investment. Shares totaling 5% of the dollar amount of the Letter of Intent will
be held by the Transfer Agent in escrow in the name of the purchaser. The
effective date of a Letter of Intent may be back-dated up to 90 days, in order
that any investments made during this 90-day period, valued at the purchaser's
cost, can be applied to the fulfillment of the Letter of Intent goal.

The Letter of Intent does not obligate the investor to purchase, nor
the Fund to sell, the indicated amount. In the event the Letter of Intent goal
is not achieved within the thirteen-month period, the purchaser is required to
pay the difference between the sales charge otherwise applicable to the
purchases made during this period and sales charges actually paid. Such payment
may be made directly to the Transfer Agent or, if not paid, the Transfer Agent
will liquidate sufficient escrowed shares to obtain such difference. If the goal
is exceeded in an amount which qualifies for a lower sales charge, a price
adjustment is made by refunding to the purchaser the amount of excess sales
charge, if any, paid during the thirteen-month period. Investors electing to
purchase Class A shares of the Fund pursuant to a Letter of Intent should
carefully read such Letter of Intent.

22
<PAGE> 56

AUTOMATIC ACCOUNT BUILDER. An investor may arrange to have a fixed
amount of $100 or more automatically invested in shares of the Fund monthly by
authorizing his or her bank account to be debited to invest specified dollar
amounts in shares of the Fund. The investor's bank must be a member of the
Automatic Clearing House System. Stock certificates are not issued to Automatic
Account Builder participants.

Further information about these programs and an application form can be
obtained from the Fund's Transfer Agent.

SYSTEMATIC WITHDRAWAL PROGRAM. A systematic withdrawal plan is
available for shareholders having Class A and Class C shares of the Fund with a
minimum value of $10,000, based upon the offering price. The plan provides for
monthly, quarterly or annual checks in any amount, but not less than $100 (which
amount is not necessarily recommended). Except as otherwise provided in the
Prospectus, to the extent such withdrawals exceed the current net asset value of
reinvested dividends, they may be subject to the contingent deferred sales
charge. See "How to Buy Shares - Class C Shares" and "Other Shareholder
Services" in the Prospectus.

Dividends and/or distributions on shares held under this plan are
invested in additional full and fractional shares at net asset value. See
"Shareholder Investment Account - Automatic Reinvestment of Dividends and/or
Distributions" above. The Transfer Agent acts as agent for the shareholder in
redeeming sufficient full and fractional shares to provide the amount of the
periodic withdrawal payment. The plan may be terminated at any time.

Withdrawal payments should not be considered as dividends, yield or
income. If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and
any gain or loss realized must be recognized for federal income tax purposes. In
addition, withdrawals made concurrently with purchases of additional shares are
inadvisable because of the applicable sales charges to (i) the purchase of Class
A shares and (ii) the withdrawal of Class C shares. Each shareholder should
consult his or her own tax adviser with regard to the tax consequences of the
plan, particularly if used in connection with a retirement plan.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, the Subadviser may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested until you
provide the Subadviser with alternate instructions.

23
<PAGE> 57

shareholders annually of the percentage of Fund dividends that qualifies for the
dividends-received deduction. A portion of the Fund's dividends derived from
certain U.S. government obligations may be exempt from state and local taxation.
Gains (losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income and therefore will increase (decrease) dividend
distributions. The Fund will send each shareholder a notice in January
describing the tax status of dividends and capital gain distributions for the
prior year.

CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the Fund
on the sale of securities by the Portfolio and distributed to shareholders of
the Fund are federally taxable as long-term capital gains regardless of the
length of time shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of the Fund and such shares are
held six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.

Short-term capital gains distributed by the Fund are taxable to
shareholders as dividends, not as capital gains. Distributions from short-term
capital gains do not qualify for the dividends-received deduction.

FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Because the Fund does not
currently anticipate that securities of foreign issuers will constitute more
than 25% of the Portfolio's total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction on
their federal income tax returns with respect to foreign taxes withheld.

TAX STATUS OF THE FUND. The Fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be liable
for federal tax on income and capital gains distributed to shareholders. In
order to qualify as a regulated investment company and avoid being subject to
federal income or excise taxes at the Fund level, the Fund intends to distribute
substantially all of its net investment income (consisting of the income it
earns from its investment in the Portfolio, less expenses) and net realized
capital gains within each calendar year as well as on a fiscal year basis. The
Fund intends to comply with other tax rules applicable to regulated investment
companies, including a requirement that capital gains from the sale of
securities held less than three months constitute less than 30% of the Fund's
gross income for each fiscal year. Gains from some forward currency contracts,
futures contracts, and options are included in this 30% calculation, which may
limit the Fund's investments in such instruments.

If the Portfolio purchases shares in certain foreign investment
entities, defined as passive foreign investment companies (PFICs) in the
Internal Revenue Code, it may be subject to U.S. federal income tax on a portion
of any excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on the Portfolio with respect to deferred taxes
arising from such distributions or gains.

The Fund is treated as a separate entity from the other funds of The
Flex-Partners Trust for tax purposes.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss

24
<PAGE> 58

individual tax consequences. In addition to federal income taxes, shareholders
may be subject to state and local taxes on Fund distributions. Investors should
consult their tax advisers to determine whether the Fund is suitable to their
particular tax situation.

INVESTMENT ADVISER AND MANAGER

R. Meeder & Associates, Inc. (the "Manager") is the investment adviser
and manager for, and has an Investment Advisory Contract with, the Portfolio.

Pursuant to the Investment Advisory Contract with the Portfolio, the
Manager, subject to the supervision of the Portfolio's Board of Trustees and in
conformity with the stated objective and policies of the Fund, manages both the
investment operations of the Fund and the composition of the Portfolio's
portfolio, including the purchase, retention, disposition and loan of
securities. In connection therewith, the Manager is obligated to keep certain
books and records of the Portfolio. The Manager also administers the Fund's
corporate affairs, and in connection therewith, furnishes the Fund with office
facilities, together with those ordinary clerical and bookkeeping services which
are not being furnished by Star Bank, N.A., the Portfolio's custodian and Mutual
Funds Service Co., the Fund's transfer and disbursing agent. The management
services of the Manager are not exclusive under the terms of the Investment
Advisory Agreement and the Manager is free to, and does, render management
services to others.

The Investment Advisory Contract for the Portfolio was separately
approved by a vote of a majority of the Trustees, including a majority of those
Trustees who are not "interested persons" (as defined in the Investment Company
Act of 1940) of the Portfolio. The Investment Advisory Contract is to remain in
force so long as renewal thereof is specifically approved at least annually by a
majority of the Trustees or by vote of a majority of the interests in the
Portfolio, and in either case by vote of a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940) at a
meeting called for the purpose of voting on such renewal.

The Investment Advisory Contract provides that the Manager will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Portfolio in connection with the matters to which the Investment Advisory
Contract relates except for a loss resulting from willful misfeasance, bad
faith, gross negligence or reckless disregard of duty. The Investment Advisory
Contract will terminate automatically if assigned and may be terminated without
penalty at any time upon 60 days' prior written notice by Majority Vote of the
Portfolio, by the Trustees of the Portfolio, or by the Manager.

Costs, expenses and liabilities of the Trust attributable to a
particular fund are allocated to that fund. Costs, expenses and liabilities
which are not readily attributable to a particular fund are allocated among all
of the Trust's funds. Thus, each fund pays its proportionate share of: the fees
of the Trust's independent auditors, legal counsel, custodian, transfer agent
and accountants; insurance premiums; the fees and expenses of Trustees who do
not receive compensation from R. Meeder & Associates or Miller/Howard
Investments, Inc.; association dues; the cost of printing and mailing
confirmations, prospectuses, proxies, proxy statements, notices and reports to
existing shareholders; state registration fees; distribution expenses within the
percentage limitations of each Class of Shares' distribution and service plan,
including the cost of printing and mailing of prospectuses and other materials
incident to soliciting new accounts; and other miscellaneous expenses.

25
<PAGE> 59

The expenses of the Portfolio include the compensation of the Trustees
who are not affiliated with the Adviser or Subadviser; registration fees;
membership dues allocable to the Portfolio; fees and expenses of independent
accountants, of legal counsel and of any transfer agent or accountant of the
Portfolio; insurance premiums and other miscellaneous expenses.

Expenses of the Portfolio also include all fees under its Accounting
and Administrative Service Agreement; the expenses connected with the execution,
recording and settlement of security transactions; fees and expenses of the
Portfolio's custodian for all services to the Portfolio, including safekeeping
of funds and securities and maintaining required books and accounts; expenses of
preparing and mailing reports to investors and to governmental offices and
commissions; expenses of meetings of investors and Trustees; the advisory fees
payable to the Manager under the Investment Advisory Contract and other
miscellaneous expenses.

The Board of Trustees of the Trust believe that the aggregate per share
expenses of the Fund and the Portfolio will be less than or approximately equal
to the expenses which the Fund would incur if it retained the services of an
investment adviser and the assets of the Fund were invested directly in the type
of securities being held by the Portfolio.

The Manager earns an annual fee, payable in monthly installments as
follows. The fee for the Portfolio is based upon the average net assets of the
Portfolio and is at the rate of 1% of the first $50 million, 0.75% of the next
$50 million and 0.60% in excess of $100 million of average net assets.

The Manager presently intends to reimburse the Fund through an expense
reimbursement fee to the extent necessary to keep total expenses at 1.75% of
average daily net assets for Class A Shares and 2.00% of average daily net
assets for Class C shares. The Manager may change this policy at any time
without notice to shareholders.

R. Meeder & Associates, Inc. was incorporated in Ohio on February 1,
1974 and maintains its principal offices at 6000 Memorial Drive, Dublin, Ohio
43017. The Manager is a wholly-owned subsidiary of Muirfield Investors, Inc.
("MII"), which is controlled by Robert S. Meeder, Sr. through the ownership of
voting common stock. The Manager's officers and directors, and the principal
offices are as set forth as follows: Robert S. Meeder, Sr., Chairman and Sole
Director; Robert S. Meeder, Jr., President; G. Robert Kincheloe, Senior Vice
President; Philip A. Voelker, Senior Vice President; Donald F. Meeder, Vice
President and Secretary; Sherrie L. Acock, Vice President; Robert D. Baker, Vice
President; Richard W. Arndt, Vice President; Wesley F. Hoag, General Counsel and
Chief Operating Officer; and Steven T. McCabe, Controller. Mr. Robert S. Meeder,
Sr. is President and a Trustee of the Trust and the Portfolio. Each of Mr.
Robert S. Meeder, Jr., Donald F. Meeder, Wesley F. Hoag and Steven T. McCabe is
an officer of the Trust and the Portfolio. Mr. Philip A. Voelker is a Trustee
and officer of the Portfolio and an officer of the Trust.

INVESTMENT SUBADVISER

Miller/Howard Investments, Inc., 141 Upper Byrdcliffe, Woodstock, New
York 12498, serves as the Portfolio's Subadviser. Lowell G. Miller controls the
Subadviser through the ownership of voting common stock. Lowell G. Miller is a
Trustee of the Trust. The Investment Subadvisory Agreement provides that the
Subadviser shall furnish investment advisory services in connection with the
management of the Portfolio. In connection therewith, the Subadviser is
obligated to keep certain books

26
<PAGE> 60

and records of the Portfolio. The Manager continues to have responsibility for
all investment advisory services pursuant to the Investment Advisory Agreement
and supervises the Subadviser's performance of such services. Under the
Investment Subadvisory Agreement, the Manager, not the Portfolio, pays the
Subadviser a fee, computed daily and payable monthly, in an amount equal to 90%
of the investment advisory fees received by the Manager under its Investment
Advisory Contract with the Portfolio, provided that if a shareholder purchasing
shares in the Fund is solicited by the Manager, the Subadviser is compensated by
the Manager in an amount equal to 60% of such investment advisory fees received
by the Manager.

The Investment Subadvisory Agreement provides that the Subadviser will
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution of
portfolio transactions for the Portfolio, except a loss resulting from
misfeasance, bad faith, gross negligence or reckless disregard of duty. The
Investment Subadvisory Agreement provides that it will terminate automatically
if assigned, and that it may be terminated by the Manager without penalty to the
Fund or the Portfolio by the Manager, the Trustees of the Portfolio or by the
vote of a majority of the outstanding voting securities of the Portfolio upon
not less than 30 days' written notice. The Investment Subadvisory Agreement will
continue in effect for a period of more than two years from the date of
execution only so long as such continuance is specifically approved at least
annually in conformity with the 1940 Act. The Investment Subadvisory Agreement
was approved by the Board of Trustees of the Portfolio, including all of the
Trustees who are not parties to the contract or "interested persons" of any such
party, and by the shareholders of the Fund.

THE DISTRIBUTOR

Roosevelt & Cross, Incorporated (the "Distributor"), 20 Exchange Place,
New York, NY 10005, acts as the distributor of the Class A shares and the Class
C shares of the Fund.

Pursuant to separate plans of distribution (the Class A Plan and the
Class C Plan, collectively, the Plans) adopted by the Fund under Rule 12b-1
under the 1940 Act and an underwriting agreement (the Underwriting Agreement),
the Distributor incurs the expenses of distributing the Fund's Class A shares
and Class C shares. See "Distribution Plans" in the Prospectus.

On August 4, 1994, the Board of Trustees, including a majority of the
Trustees who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Class A or Class C Plan or
in any agreement related to the Plan (the Rule 12b-1 Trustees), at a meeting
called for the purpose of voting on the Class A Plan, adopted a plan of
distribution for the Class A shares of the Fund. On August 4, 1994, the Board of
Trustees, including the Rule 12b-1 Trustees, at a meeting called for the purpose
of voting on the Class C Plan, adopted a plan of distribution for the Class C
shares of the Fund. The Class A Plan was approved by Class A shareholders of the
Fund. The Class C Plan was approved by Class C shareholders of the Fund.

The Distributor also receives the proceeds of contingent deferred sales
charges paid by investors upon certain redemptions of Class C shares. See "How
to Buy Shares" in the Prospectus. The amount of distribution expenses
reimbursable by Class C shares of the Fund is reduced by the amount of such
proceeds.

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<PAGE> 61

The Plans continue in effect from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Trustees,
including a majority vote of the Rule 12b-1 Trustees, cast in person at a
meeting called for the purpose of voting on such continuance. The Plans may be
terminated at any time, without penalty, by the vote of a majority of the
Trustees who are not interested persons or by the vote of the holders of a
majority of the outstanding shares of the Fund. Neither Plan may be amended to
increase materially the amounts to be spent for the services described therein
without approval by the shareholders of Class A and Class C, as applicable, and
all material amendments are required to be approved by the Board of Trustees in
the manner described above. The Fund will not be contractually obligated to pay
expenses incurred under either the Class A or Class C Plan if it is terminated
or not continued.

Pursuant to each Plan, the Board of Trustees will review at least
quarterly a written report of the distribution expenses incurred on behalf of
the Class A and Class C shares of the Fund by the Distributor. The report
includes an itemization of the distribution expenses and the purposes of such
expenditures. In addition, as long as the Plans remain in effect, the selection
and nomination of Trustees who are not interested persons of the Fund shall be
committed to the Trustees who are not interested persons of the Fund.

Pursuant to the Underwriting Agreement, the Fund has agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the Securities Act and the Investment Company Act of
1940. The Distribution Agreement was approved by the Board of Trustees,
including a majority of the Rule 12b-1 Trustees, on May 1, 1995.

TRUSTEES AND OFFICERS

The Trustees and executive officers of the Trust are listed below.
Except as indicated, each individual has held the office shown or other offices
in the same company for the last five years. Except as otherwise shown, all
persons named as Trustees also serve in similar capacities for other funds
advised by the Manager. Unless otherwise noted, the business address of each
Trustee and officer is 6000 Memorial Drive, Dublin, Ohio 43017, which is also
the address of the Manager. Those Trustees who are "interested persons" (as
defined in the Investment Company Act of 1940) by virtue of their affiliation
with either the Portfolio, the Trust, the Manager or the Subadviser are
indicated by an asterisk (*).

The Trust and the Portfolio are managed by its Trustees and officers.
Their names, positions and principal occupations during the past five years are
listed below:

<TABLE>
<CAPTION>
Position Principal
Name & Address Held Occupation
- -------------- ---- ----------
<S> <C> <C>
ROBERT S. MEEDER, SR. *+ Trustee/ Chairman, R. Meeder &
President (1)(2) & Associates, Inc. an
Investment Adviser

MILTON S. BARTHOLOMEW Trustee (2) Retired, formerly a practicing
1424 Clubview Boulevard, S. attorney in Columbus, Ohio
Worthington, OH 43235 Member of the Portfolio's Audit
Committee
</TABLE>

28
<PAGE> 62

<TABLE>
<S> <C> <C>
JOHN M. EMERY Trustee (1) Retired, formerly Vice President
2390 McCoy Road & Treasurer of Columbus &
Columbus, OH 43220 Southern Ohio Electric Co.
Member of the Trust's Audit
Committee.

RICHARD A. FARR Trustee (1) President of R&R Supply Co.
3250 W. Henderson Rd and General Manager of RAFCo.,
Columbus, OH 43220 Inc., two companies involved in
engineering, consulting & sales of
heating & air conditioning
equipment.

RUSSELL G. MEANS Trustee (2) Chairman of Employee Benefit
4789 Rings Road Management Corporation,
Dublin, OH 43017 consultants and administrators of
self-funded health and retirement
plans.

ROBERT S. MEEDER, JR.*+ Vice President (1)(2) President of R. Meeder &
Associates, Inc.

WALTER L. OGLE Trustee (2) Executive Vice President of
One Corporate Drive Godwins, Booke & Dickenson,
Suite 600 Inc. employee benefit, compensation
Clearwater, Fl 43622 and human resource consultants.

PHILIP A. VOELKER*+ Trustee (2)/ Senior Vice President of R. Meeder
Vice President (1)(2) & Associates, Inc.

JAMES B CRAVER* Assistant Senior Vice President of Signature
6 St. James Avenue Secretary (1)(2) Financial Group, Inc. (since
Boston, MA 02116 January 1991); Partner, Baker &
Hostetler, a law firm (January 1984
to December 1990)

STEVEN T. MCCABE*+ Assistant Controller, R. Meeder &
Treasurer (1)(2) Associates (since April 1991);
Assistant Treasurer, Cardinal
Group of Funds (October 1986 to
April 1990)

DONALD F. MEEDER*+ Secretary/ Vice President of R. Meeder &
Treasurer(1)(2) Associates, Inc., and President of
Mutual Funds Service Company
</TABLE>

29
<PAGE> 63

<TABLE>
<S> <C> <C>
WESLEY F. HOAG*+ Vice President (1)(2) General Counsel and Chief
Operating Officer of R. Meeder &
Associates, Inc. (since July 1993);
Attorney, Porter, Wright, Morris &
Arthur, a law firm (October 1984 to
June 1993)

WILLIAM L. GURNER Trustee (1) President, Sector Capital Management,
Sector Capital Management an Investment Adviser (since January 1995);
One Commerce Square, Suite 1900 Manager of Trust Investments of Federal
Memphis, TN 38103 Express Corporation (1987-1994)

LOWELL G. MILLER* Trustee (1) President, Miller/Howard
Miller/Howard Investments, Inc. Investments, Inc., an Investment
141 Upper Byrdcliffe Adviser
Woodstock, NY 12498

ROGER D. BLACKWELL Trustee (2) Professor of Marketing and
Blackwell Associates, Inc. Consumer Behavior, The Ohio State
3380 Tremont Road University, and President of
Columbus, OH 43221 Blackwell Associates, Inc., a
strategic consulting firm

NEIL P. RAMSEY Trustee (2) President, Ramsey Financial, a
Suite 215 private investment management
1230 Hurstbourne Parkway company
Louisville, KY 40222
</TABLE>

(1) Trustee and/or officer of The Flex-Partners
(2) Trustee and/or officer of the Portfolio

*"Interested Person" of the Trust (as defined in the Investment Company Act of
1940) and Portfolio.

+P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017.

Robert S. Meeder, Sr. is Robert S. Meeder, Jr.'s father and Donald F.
Meeder's uncle.

Several Trustees and each officer of the Trust hold the same positions
with The Flex-funds, a Massachusetts business trust consisting of six separate
series. Each Trustee and officer of the Portfolio hold the same positions with
each corresponding Portfolio of The Flex-funds. The Manager serves as the
investment adviser to each Portfolio of The Flex-funds.

30
<PAGE> 64

The Trust pays each Trustee who is not an "interested person" an annual
fee of $3,000, plus $750 for each meeting of the Board of Trustees attended
regardless of the number of Boards of Trustees on which each Trustee serves. Mr.
Emery comprises the Audit Committee for each of The Flex-funds and The
Flex-Partners Trusts. Mr. Emery is paid $400 for each meeting of the Audit
Committees attended regardless of the number of Audit Committees on which he
serves. All other officers and Trustees serve without compensation from the
Trust.

The Trustees and officers of the Fund and the Portfolio own, in the
aggregate, less than 1% of the Fund's total outstanding shares.

FLEX-PARTNERS RETIREMENT PLANS

The Trust offers retirement plans which are described in the
Prospectus. Minimum purchase requirements for retirement plan accounts are
subject to the same requirements as regular accounts, except for an IRA, which
has a $500 minimum purchase requirement. Information concerning contribution
limitations for IRA accounts are described below.

Individual Retirement Accounts (IRA):

Limitation on Deductible Contributions - Under prior law an individual
with earned income, not yet 70 1/2 years of age, was allowed a deductible IRA
contribution, limited to the lesser of earned income or $2,000. Effective for
years beginning after December 31, 1986, applicable law limits the deductibility
of IRA contributions where the taxpayer is a participant in an
employer-sponsored retirement plan and had adjusted gross income (AGI) in excess
of $40,000 (joint) and $25,000 (single). For every dollar that AGI exceeds these
limits, the maximum deduction is reduced by twenty cents. Thus, a joint filer
with AGI greater than $50,000 who is covered by an employer sponsored plan will
not be able to make a deductible IRA contribution. The deductible limits for
individuals not covered by an employer-sponsored plan were not changed.

Nondeductible Contributions- Individuals who may not make a deductible
contribution due to the limits noted above, may continue to make nondeductible
contributions subject to the prior $2,000 limitation. The earnings on such
contributions will still accumulate on a tax deferred basis. Individuals will be
required to report such contributions on their tax returns.

Rollover Contributions-Individuals who receive certain lump-sum
distributions from employer-sponsored retirement plans may make roll-over
contributions to an IRA and by doing so defer taxes on the distribution and
shelter any investment earnings.

A Spousal IRA is also available.

CONTRACTS WITH COMPANIES AFFILIATED WITH THE MANAGER

Mutual Funds Service Co. provides accounting, stock transfer, dividend
disbursing, and shareholder services to the Fund and the Portfolio. The minimum
annual fee for accounting services for the Portfolio is $7,500. Subject to the
applicable minimum fee, the Portfolio's annual fee, payable monthly, is computed
at the rate of 0.15% of the first $10 million, 0.10% of the next $20 million,
0.02% of the next $50 million and 0.01% in excess of $80 million of the
Portfolio's average net assets. Subject

31
<PAGE> 65

to a $4,000 annual minimum fee, each class of shares of the Fund will incur an
annual fee, payable monthly, which will be the greater of $15 per shareholder
account or 0.10% of the Fund's average net assets, payable monthly, for stock
transfer and dividend disbursing services. Mutual Fund Service Co. also serves
as Adminitrator to the Fund pursuant to an Administration Services Agreement
which was effective February 1, 1995. Services provided to the Fund include
coordinating and monitoring any third party services to the Fund; providing
the necessary personnel to perform administrative functions for the Fund;
assisting in the preparation, filing and distribution of proxy materials,
periodic reports to Trustees and shareholders, registration statements and
other necessary documents. The Fund incurs an annual fee, payable monthly, of
.03% of the Fund's average net assets. These fees are reviewable annually by
the respective Trustees of the Trust and the Portfolio.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. The assets of the Trust received for the issue or
sale of the shares of the Fund and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are especially allocated to
the Fund and constitute the underlying assets of the Fund. The underlying assets
of the Fund are segregated on the books of account, and are to be charged with
the liabilities with respect to the Fund and with a share of the general
expenses of the Trust. Expenses with respect to the Trust are to be allocated in
proportion to the asset value of the respective funds except where allocations
of direct expense can otherwise be fairly made. The officers of the Trust,
subject to the general supervision of the Board of Trustees, have the power to
determine which expenses are allocable to a given fund, or which are general or
allocable to all of the funds. In the event of the dissolution or liquidation of
the Trust, shareholders of each fund are entitled to receive as a class the
underlying assets of such fund available for distribution.

SHAREHOLDER AND TRUSTEE LIABILITY. The Trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of Trust
provides that the Trust shall not have any claim against shareholders except for
the payment of the purchase price of shares and requires that each agreement,
obligation, or instrument entered into or executed by the Trust or the Trustees
include a provision limiting the obligations created thereby to the Trust and
its assets.

The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder held personally liable for the obligations of
the Fund. The Declaration of Trust also provides that each Fund shall, upon
request, assume the defense of any claim made against any shareholder for any
act or obligation of the Fund and satisfy any judgment thereon. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which a Fund itself would be unable to meet its
obligations. The Manager believes that, in view of the above, the risk of
personal liability to shareholders is remote.

The Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees against
any liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their office.

VOTING RIGHTS. The Fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each share you own. The
shares have no preemptive or conversion rights; the voting and dividend rights,
the right of redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set forth under
the heading "Shareholder and Trustee Liability" above. Shareholders representing
10% or more of the Trust or the Fund may, as set forth in the Declaration of
Trust, call meetings of the Trust or the Fund for any purpose related to the
Trust or Fund, as the case may be, including, in the case of a meeting of the
entire Trust, the purpose of

32
<PAGE> 66

voting on removal of one or more Trustees. The Trust or any Fund may be
terminated upon the sale of its assets to another open-end management investment
company, or upon liquidation and distribution of its assets, if approved by vote
of the holders of a majority of the Trust or the Fund, as determined by the
current value of each shareholder's investment in the Fund or Trust. If not so
terminated, the Trust and the Fund will continue indefinitely.

CUSTODIAN. Star Bank, N.A., 425 Walnut Street, Cincinnati, OH 45202, is
custodian of the assets of the Portfolio. The custodian is responsible for the
safekeeping of the Portfolio's assets and the appointment of subcustodian banks
and clearing agencies. The custodian takes no part in determining the investment
policies of the Portfolio or in deciding which securities are purchased or sold
by the Portfolio. The Portfolio may, however, invest in obligations of the
custodian and may purchase or sell securities from or to the custodian.

AUDITOR. KPMG Peat Marwick LLP, Two Nationwide Plaza, Columbus, Ohio
43215, serves as the trust's independent accountant. The auditor examines
financial statements for the Fund and provides other audit, tax, and related
services.

33
<PAGE> 67
THE FLEX-PARTNERS TAA FUND

CROSS REFERENCE SHEET TO FORM N-1A

Part B.
<TABLE>
<CAPTION>
Item No. Statement of Additional Information
- -------- -----------------------------------
<S> <C>
10 Cover Page

11 Table of Contents

12 Not applicable

13 Investment Policies and Related Matters

14(a)(b) Officers and Trustees
14(c) Not applicable

15(a)(b) Not applicable
15(c) Officers and Trustees

16(a)(b) Investment Adviser and Manager
16(c) Not applicable
16(d) Not applicable
16(e) Not applicable
16(f) The Distributor
16(g) Not applicable
16(h) Description of the Trust
16(i) Contracts with Companies Affiliated With the Manager

17 Purchase and Sale of Portfolio Securities

18(a) Cover Page

Description of the Trust

18(b) Not applicable

19(a) Additional Purchase and Redemption Information
19(b) Valuation of Portfolio Securities

Additional Purchase and Redemption Information

20 Distributions and Taxes

21(a) The Distributor
21(b) Not applicable
21(c) Not applicable

22(a) Not applicable
22(b) Calculation of Total Return

23 Not applicable
</TABLE>
<PAGE> 68

TAA FUND

A FUND OF THE FLEX-PARTNERS TRUST

STATEMENT OF ADDITIONAL INFORMATION DATED _______, 1995

This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the Prospectus of The Flex-Partners dated ____________,
1995. A copy of the Prospectus may be obtained from The Flex-Partners, 6000
Memorial Drive, Dublin, Ohio 43017, or by calling: 1-800-494-3539. Capitalized
terms used and not otherwise defined herein have the same meanings as defined in
the Prospectus.

The Fund offers two classes of shares which may be purchased at the next
determined net asset value per share plus a sales charge which, at the election
of the investor, may be imposed (i) at the time of purchase (Class A shares) or
(ii) on a deferred basis (Class C shares). These alternatives permit an investor
to choose the method of purchasing shares that is most beneficial given the
amount of the purchase, the length of time the investor expects to hold the
shares and other circumstances.

Each share of Class A and Class C represents an identical legal interest in the
investment portfolio of the Fund and has the same rights, except that the Class
C shares bear the higher expenses of a distribution plan for such class which
will cause the Class C shares to have a higher expense ratio and to pay lower
dividends than the Class A shares. Each class will have exclusive voting rights
with respect to its distribution plan. Although the legal rights of holders of
Class A and Class C shares are identical, the different expenses borne by each
class will result in different net asset values and dividends. The two classes
also have different exchange privileges and Class C shares have a conversion
feature.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>
Investment Policies and Related Matters 2
General 2
The Mutual Fund Portfolio 2
Money Market Instruments and Bonds 3
Ratings 5
Hedging Strategies 7
Investment Restrictions 9
Portfolio Turnover 10
Purchase and Sale of Portfolio Securities 10
Valuation of Portfolio Securities 11
Calculation of Total Return 12
Additional Purchase and Redemption Information 12
Distribution and Taxes 15
Investment Adviser and Manager 16
Officers and Trustees 18
The Distributor 21
Flex-Partners Retirement Plans 22
Contracts with Companies Affiliated with the Manager 22
Description of the Trust 23
</TABLE>

INVESTMENT ADVISER TRANSFER AGENT
R. Meeder & Associates, Inc. Mutual Funds Service Co.

DISTRIBUTOR
Roosevelt & Cross, Incorporated

<PAGE> 69

INVESTMENT POLICIES AND RELATED MATTERS

GENERAL

As described in the Prospectus, the Trust seeks to achieve the
investment objective of the Fund by investing all of its investable assets in
the Mutual Fund Portfolio (the "Portfolio"), the Fund's corresponding portfolio
having the same investment objective, policies and restrictions as the Fund.
Since the investment characteristics of the Fund correspond directly to those of
its corresponding portfolio, the following is a discussion of the various
investments of and techniques employed by the Portfolio.

The investment policies set forth below in this section represent the
Portfolio's policies as of the date of this Statement of Additional Information.
The investment policies are not fundamental and they may be changed by the
Trustees of the Portfolio without shareholder approval. (No such change would be
made, however, without 30 days written notice to shareholders.)

The Manager of the Portfolio places a high degree of importance on
protecting portfolio values from severe market declines. Consequently, the
Portfolio's assets may at times be invested for defensive purposes in bonds and
money market instruments. (See "Money Market Instruments and Bonds" below.)

Because the Manager intends to employ flexible defensive investment
strategies when market trends are not considered favorable, the Manager may
occasionally change the entire portfolio of the Portfolio. High transaction
costs could result when compared with other funds.

The Portfolio intends to comply with the short-term trading
restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended,
although these restrictions could inhibit a rapid change in the Portfolio's
investments. The Portfolio will strive for a positive investment return each
calendar year.

THE MUTUAL FUND PORTFOLIO

The Manager will select mutual funds for inclusion in the Portfolio on
the basis of the industry classifications represented in their portfolios, their
specific portfolio holdings, their performance records, their expense ratios,
and the compatibility of their investment policies and objectives with those of
the Portfolio.

The Manager utilizes an asset allocation system for deciding when to
invest in mutual funds or alternatively in temporary investments such as are
described below. The use of this system entails recurring changes from a fully
invested position to a fully defensive position and vice-versa. (See "Additional
Investment Policies" in the Trust's Prospectus.)

In purchasing shares of other mutual funds, the Portfolio will agree to
vote the shares in the same proportion as the vote of all other holders of such
shares.

<PAGE> 70

The Portfolio has adopted certain investment restrictions which cannot
be changed except with the vote of a majority of the Portfolio's outstanding
interests. These restrictions are applicable to the Portfolio and are described
elsewhere in this Statement of Additional Information. Investment restrictions
for the Portfolio differ from the restrictions applicable to the portfolios in
which other Flex-Partners' funds are invested, in that the Portfolio is
permitted to invest more than 5% of its assets in the securities of any one
issuer; is permitted to purchase the shares of other investment companies
(mutual funds); and may invest more than 25% of its assets in any one industry.

The Portfolio may only purchase up to 3% of the total outstanding
securities of any underlying mutual fund. The holdings of any "affiliated
persons" of the Trust and the Portfolio, as defined in the Investment Company
Act, must be included in the computation of the 3% limitation. Accordingly, when
"affiliated persons" hold shares of an underlying mutual fund, the Portfolio
will be limited in its ability to fully invest in that mutual fund. The Manager
may then, in some instances, select alternative investments.

The Investment Company Act also provides that an underlying mutual fund
whose shares are purchased by the Portfolio may be allowed to delay redemption
of its shares in an amount which exceeds 1% of its total outstanding securities
during any period of less than 30 days. Shares held by the Portfolio in excess
of 1% of a mutual fund's outstanding securities therefore may not be considered
readily disposable securities.

Under certain circumstances, an underlying mutual fund may determine to
make payment of a redemption by the Portfolio wholly or partly by a distribution
in kind of securities from its portfolio, in lieu of cash, in conformity with
rules of the Securities and Exchange Commission. In such cases, the Portfolio
may hold securities distributed by an underlying mutual fund until the Manager
determines that it is appropriate to dispose of such securities.

Portfolio investment decisions by an underlying mutual fund will be
made independent of investment decisions by other underlying mutual funds.
Therefore, an underlying mutual fund may be purchasing shares of a company whose
shares are simultaneously being sold by some other underlying mutual fund. The
result of this would be an indirect transaction expense (principally
commissions) for the Mutual Fund Portfolio, without its having changed its
investment position.

The Portfolio may invest in common stocks based upon the criteria
described in its investment objectives. Because the Portfolio will only invest
directly in common stocks to replicate the performance of popular stock market
indices the selection of stocks would be limited to those stocks found in a
particular index. Generally, investments in common stocks will not exceed 25% of
the Portfolio's net assets.

For temporary defensive purposes, the Portfolio may invest in (or enter
into repurchase agreements with banks and broker-dealers with respect to)
corporate bonds, U.S. Government securities, commercial paper, certificates of
deposit or other money market instruments. The Portfolio may engage in hedging
transactions to the extent and for the purposes set forth in the Trust's
Prospectus.

MONEY MARKET INSTRUMENTS AND BONDS

When investing in money market instruments or bonds, the Portfolio will
limit its purchases, denominated in U.S. dollars, to the following securities.

3
<PAGE> 71

* Bank Obligations and Instruments Secured Thereby -
obligations (including certificates of deposit, time deposits
and bankers' acceptances) of domestic banks having total
assets of $1,000,000,000 or more, instruments secured by such
obligations and obligations of foreign branches of such banks,
if the domestic parent bank is unconditionally liable to make
payment on the instrument if the foreign branch fails to make
payment for any reason. The Portfolio may also invest in
obligations (including certificates of deposit and bankers'
acceptances) of domestic branches of foreign banks having
assets of $1,000,000,000 or more, if the domestic branch is
subject to the same regulation as United States banks. The
Portfolio will not invest at time of purchase more than 25% of
its assets in obligations of banks, nor will the Portfolio
invest more than 10% of its assets in time deposits.

* Private Placement Commercial Paper - Private placement
commercial paper ("Rule 144A securities") consists of
unregistered securities which are traded in public markets to
qualified institutional investors, such as the Portfolio. The
Portfolio's risk is that the universe of potential buyers for
the securities, should the Portfolio desire to liquidate a
position, is limited to qualified dealers and institutions,
and therefore such securities could have the effect of being
illiquid.

* High Grade Corporate Obligations - obligations rated at least
A by Standard & Poor's or Moody's. See rating information
below.

* Repurchase Agreements Pertaining to the Above - The Portfolio
may invest without limit in any of the above securities
subject to repurchase agreements with any Federal Reserve
reporting dealer or member bank of the Federal Reserve System.
A repurchase agreement is an instrument under which the
purchaser (i.e., the Portfolio) acquires ownership of a debt
security and the seller agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and
price, thereby determining the yield during the purchaser's
holding period. This results in a fixed rate of return
insulated from market fluctuations during such period. The
underlying securities could be any of those described above,
some of which might bear maturities exceeding one year. The
Portfolio's risk is that the seller may fail to repurchase the
security on the delivery date. If the seller defaults, the
underlying security constitutes collateral for the seller's
obligation to pay. It is a policy of the Portfolio to make
settlement on repurchase agreements only upon proper delivery
of the underlying collateral. Repurchase agreements usually
are for

4
<PAGE> 72

short periods, such as one week or less, but could be longer.
The Portfolio may enter into repurchase agreements with its
custodian (Star Bank, N.A., Cincinnati) when it is
advantageous to do so. The Portfolio will not invest more than
10% of its assets, at the time of purchase, in repurchase
agreements which mature in excess of seven days.

The Manager exercises due care in the selection of money market
instruments and bonds. However, there is a risk that the issuers of the
securities may not be able to meet their obligations to pay interest or
principal when due. There is also a risk that some of the Portfolio's securities
might have to be liquidated prior to maturity at a price less than original
amortized cost or value, face amount or maturity value to meet larger than
expected redemptions. Any of these risks, if encountered, could cause a
reduction in net income or in the net asset value of the Portfolio.

RATINGS

1. Moody's Investors Services, Inc.'s Corporate Bond Rating:

2. Standard and Poor's Corporation's Corporate Bond Rating:

AA - Bonds rated AA also qualify as high grade obligations, and in the
majority of instances differ from AAA issues only in small degree. Here, too,
prices move with the long-term money market.

5
<PAGE> 73

A - Bonds rated A are regarded as upper medium grade. They have
considerable investment strength but are not entirely free from adverse effect
of changes in economic and trade conditions. Interest and principal are regarded
as safe. They predominantly reflect money rates in their market behavior but, to
some extent, also economic conditions.

3. A-1 and P-1 Commercial Paper Ratings:

4. Description of Permitted Money Market Investments:

Commercial Paper - refers to promissory notes issued by corporations in
order to finance their short term credit needs.

Repurchase Agreements - A repurchase transaction occurs when an
investor buys a security and simultaneously agrees to resell it at a later date
to the person from whom it was bought, at a higher price. The price differential
represents interest for the period the security is held. Repurchase transactions
will

6
<PAGE> 74

normally be entered into with banks and securities brokers. The Portfolio could
suffer a loss if the bank or securities broker with which the Portfolio had a
repurchase agreement were to default.

Certificates of Deposit - are certificates issued against funds
deposited in a bank, are for a definite period of time, earn a specified or
variable rate of return and are normally negotiable.

Banker's Acceptances - are short-term credit instruments used to
finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.

Corporate Obligations - include bonds and notes issued by corporations
in order to finance longer term credit needs.

HEDGING STRATEGIES

The Manager may conduct a hedging program on behalf of the Portfolio
for any of the reasons described in the Prospectus. Such a program would involve
entering into options or futures contracts (hedge transactions).

The objective of an option or futures contract transaction could be to
protect a profit or offset a loss in the Portfolio from future price erosion.
Or, the objective could be to acquire the right to purchase a fixed amount of
securities at a future date for a definite price. In either case, it would not
be necessary for a Portfolio to actually buy or sell the securities currently.
Instead, the hedge transaction would give the Portfolio the right at a future
date to sell, or in other instances buy, the particular securities under
consideration or similar securities. The value of shares of common stock or the
face amount of government bonds or notes covered by the hedge transaction would
be the same, or approximately the same, as the quantity held by the Portfolio or
the quantity under consideration for purchase.

In lieu of the sale of a security, an option transaction could involve
the purchase of a put option contract, which would give the Portfolio the right
to sell a common stock, government bond or futures contract on an index (see
below), at a specified price until the expiration date of the option. The
Portfolio will only purchase a put option contract on a stock or bond when the
number of shares of the issuer's stock or the face amount of government bonds
involved in the option transaction are equal to those owned by the Portfolio.
Limitations on the use of put option contracts on an index are described below.

Also, in lieu of the sale of securities, a futures transaction could
involve the sale of a futures contract which would require the Portfolio either
(a) to deliver to the other party to the contract the securities specified and
receive payment at the price contracted for, prior to the expiration date of the
contract, or (b) to make or entitle it to receive payments representing
(respectively) the loss or gain on the security or securities involved in the
futures contract.

The securities involved in an option or futures contract may be stocks
or government bonds, or a group of stocks represented by a popular stock market
index, and they need not be exactly the same as those owned by the Portfolio.
The Manager will select the futures contract which involves a security, group of
securities, or index which it feels is closest to a mirror image of the
investments held by the Portfolio. However, the securities involved in the
contract need not be exactly the same as those owned by the Portfolio, and this
may entail additional risk, as described below.

7
<PAGE> 75

To the extent that the Portfolio enters into futures contracts which
sell an index or group of securities short and which therefore could require the
Portfolio to pay the other party to the contract a sum of money measured by any
increase in a market index, the Portfolio will be exposing itself to an
indeterminate liability. On the other hand, the Portfolio should increase or
decrease in value to approximately the same extent as the market index or group
of securities, so any loss incurred on the contract should be approximately
offset by unrealized gains in the Portfolio's positions. Such an outcome is not
guaranteed, and it would be possible for the value of the index and the
Portfolio to move in opposite directions, in which case the Portfolio would
realize an unexpected gain or loss.

The Portfolio will only sell an index short when the Manager has
decided to reduce the Portfolio's risk for defensive purposes, and will close
out the open liability as soon as the Manager decides that a defensive posture
is no longer appropriate or the open liability represents an inappropriate risk
in the circumstances. In shorting an index, the Portfolio will segregate assets
to the full value of the contract and maintain and supplement such segregation
to the extent necessary until the short position is eliminated.

In lieu of the purchase of a security, an option transaction could
involve the purchase of a call option which would give the Portfolio the right
to buy a specified security (common stock or government bonds) or index
aggregate at a specified price until the expiration date of the option contract.
Sufficient cash or money market instruments will be segregated and maintained in
reserve to complete the purchase. The Portfolio will only purchase call options
when the shares of stock or face amount of bonds or value of the index aggregate
included in the option are equal to those planned to be purchased by the
Portfolio.

In lieu of the purchase of securities, a futures transaction could
involve the purchase of a futures contract which would either (a) require the
Portfolio to receive and pay for the securities specified in the futures
contract at the price contracted for prior to the expiration date of the
contract or (b) require the Portfolio to make payment or receive payment
representing (respectively) the loss or gain on the security or securities
involved in the contract. The securities may be government bonds, stocks, or a
group of stocks such as a popular stock market index, and need not be exactly
the same as those intended to be purchased by the Portfolio. The Manager will
select the contract (therefore the group of securities) which it believes is
most similar to those desired to be purchased by the Portfolio.

The Portfolio may sell any put or call option contracts it enters into.
Such a transaction would normally be used to eliminate or close out a hedged
position. The Portfolio may also buy or sell futures contracts to eliminate or
close out a hedged position.

Option contracts will be purchased through organized exchanges and will
be limited to those contracts which are cleared through the Options Clearing
Corporation. Organized exchanges which presently trade option contracts are the
Chicago Board Options Exchange, the American Stock Exchange, the Philadelphia
Stock Exchange, the Pacific Stock Exchange, and the New York Stock Exchange.

Futures contracts will only be entered into through an organized
exchange. The exchanges which presently trade financial futures contracts are
the New York Futures Exchange, the Chicago Mercantile Exchange, the Chicago
Board of Trade, the Kansas City Board of Trade, and the International Monetary
Market (at the Chicago Mercantile Exchange).

8
<PAGE> 76

Put and call options and financial futures contracts are valued on the
basis of the daily settlement price or last sale on the exchanges where they
trade. If an exchange is not open, or if there is no sale, the contract is
valued at its last bid quotation unless the Trustees determine that such is not
a fair value. In the case of a futures contract which entails a potential
liability for a gain in a market index, the liability is valued at the last sale
of an offsetting contract or if there was no sale, at the last asked quotation
unless the Trustees determine that such does not fully reflect the liability.

In conducting a hedging program for the Portfolio, the Manager may
occasionally buy a call on an index or futures contract and simultaneously sell
a put on the same index or futures contract. Or, in other circumstances, it may
sell a call and simultaneously buy a put on the same index or futures contract.

When conducting a hedging program on behalf of the Portfolio, the
Portfolio will establish and maintain with the Custodian segregated accounts for
the deposit and maintenance of margin requirements. Such deposits will be in the
form of cash or U.S. Government securities in amounts as shall be required from
time to time by the broker or the exchange on which the transactions are
effected for the Portfolio.

INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with
respect to the Fund and by the Portfolio as fundamental policies. Under the
Investment Company Act of 1940 (the "Act"), a "fundamental" policy may not be
changed without the vote of a majority of the outstanding voting securities of
the Fund or the Portfolio, respectively, to which it relates, which is defined
in the Act as the lesser of (a) 67 percent or more of the shares present at a
shareholder meeting if the holders of more than 50 percent of the outstanding
shares are present or represented by proxy, or (b) more than 50 percent of the
outstanding shares ("Majority Vote"). The percentage limitations contained in
the restrictions listed below apply at the time of the purchase of the
securities. Whenever the Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Trust will hold a meeting of the Fund
shareholders and will cast its votes as instructed by the shareholders.

Provided that nothing in the following investment restrictions shall
prevent the Trust from investing all or part of the Fund's assets in the
Portfolio, the Fund nor the Portfolio may: (a) Issue senior securities; (b)
Borrow money except as a temporary measure, and then only in an amount not to
exceed 5% of the value of its net assets (whichever is less) taken at the time
the loan is made, or pledge its assets taken at value to any extent greater than
15% of its gross assets taken at cost; (c) Act as underwriter of securities of
other issuers; (d) Invest in real estate except for office purposes; (e)
Purchase or sell commodities or commodity contracts, except that it may purchase
or sell financial futures contracts involving U.S. Treasury Securities,
corporate securities, or financial indexes; (f) Lend its funds or other assets
to any other person; however, the purchase of a portion of publicly distributed
bonds, debentures or other debt instruments, the purchase of certificates of
deposit, U.S. Treasury Debt Securities, and the making of repurchase agreements
are permitted, provided repurchase agreements with fixed maturities in excess of
7 days do not exceed 10% of its total assets; (g) Purchase any security if, as a
result, more than 10% of its net assets would be invested in securities that are
deemed to be illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued, including repurchase agreements with remaining maturities in excess of
seven days or securities without readily available market quotes; (h) Purchase
any securities on margin, or participate in any joint or joint and several

9
<PAGE> 77

trading account, provided, however, that it may open a margin account to the
extent necessary to engage in hedging transactions which are not precluded by
other particular restrictions; (i) Make any so-called "short" sales of
securities, except against an identical portfolio position (i.e., a "short sale
against the box"), but this restriction shall not preclude a futures contract
which sells short an index or group of securities; (j) Purchase or retain any
securities of an issuer, any of whose officers, directors or security holders is
an officer or director of the Trust or the Portfolio, if such officer or
director owns beneficially more than 1/2 of 1% of the issuer's securities or
together they own beneficially more than 5% of such securities; (k) Invest in
securities of companies which have a record of less than three years' continuous
operation if, at the time of such purchase, more than 5% of its assets (taken at
value) would be so invested; (l) Purchase participations or other direct
interests in oil, gas or other mineral exploration or development programs; and
(m) Invest in warrants.

In order to comply with certain state investment restrictions, each of
the Trust's and the Portfolio's operating policy is not to: (a) Notwithstanding
(b) above, pledge assets having a value in excess of 10% of its gross assets;
(b) Invest in oil, gas or mineral leases or programs; and (c) Purchase real
estate limited partnerships.

PORTFOLIO TURNOVER

The portfolio turnover rate for the fiscal year ended December 31, 1994
in the Mutual Fund Portfolio was 168% (1993 - 280%). Resultant turnover rates
are primarily a function of the Manager's response to market conditions. In the
Manager's opinion, it was in the best interest of the Portfolio to change its
portfolio to a fully or partially defensive position at various times during the
year. This defensive investment strategy can produce high portfolio turnover
ratios when calculated in accordance with SEC rules. However, viewed in terms of
"round trips", the Portfolio completed three quarters of a "round trip" in the
stock market during the year.

The portfolio turnover rate for the Portfolio is not expected to exceed
300% in the current year.

PURCHASE AND SALE OF PORTFOLIO SECURITIES

The Portfolio seeks to obtain the best available prices on, and firm
execution of, all purchases and sales of portfolio securities. In order to do
so, it may buy securities from or sell securities to broker/dealers acting as
principals and may use primary markets in the purchase or sale of
over-the-counter securities, unless best price and execution can be obtained in
some other way.

Satisfied that it is obtaining the best available price and favorable
execution, the Portfolio may, from time to time, place orders for the purchase
or sale of portfolio securities with broker/dealers who provide research,
statistical or other financial information or services ("research") to it or to
R. Meeder & Associates, Inc. ("RMA"), or to any other client for which RMA acts
as investment adviser. The reasonableness of brokerage commissions paid by the
Portfolio in relation to transaction and research services received is evaluated
by the staff of RMA on an ongoing basis. The general level of brokerage charges
and other aspects of the Portfolio's portfolio transactions are reviewed
periodically by its Board of Trustees.

RMA is the principal source of information and advice to the Portfolio
and is responsible for making and initiating the execution of investment
decisions for the Portfolio. However, it is recognized by the Trustees that it
is important for RMA, in performing its responsibilities to the Portfolio, to

10
<PAGE> 78

continue to receive and evaluate the broad spectrum of economic and financial
information which many securities brokers have customarily furnished in
connection with brokerage transactions and that, in compensating brokers for
their services, it is in the interest of the Portfolio to take into account the
value of the information received for use in advising the Portfolio. The extent,
if any, to which the obtaining of such information may reduce the expenses of
RMA in providing management services to the Portfolio is not determinable. In
addition, it is understood by the Trustees that other clients of RMA might also
benefit from the information obtained for the Portfolio, in the same manner that
the Portfolio might also benefit from information obtained by RMA in performing
services to others.

RMA utilizes brokers who have demonstrated an ability to execute orders
on a favorable basis, or who are able to provide research or other services. RMA
does not knowingly authorize a higher rate of commission to one broker than to
any other. In order to assure itself that the Portfolio is paying reasonable
commissions, RMA will periodically attempt to determine the rates being paid by
other institutional investors of similar size.

Currently, RMA negotiates for commissions equal to no more than 20
basis points (1/5 of 1%) and is generally able to hold commissions at or below
that level. Debt securities are purchased on a net basis.

RMA and the Trust have previously purchased various research and other
services with brokerage commissions paid to or for the benefit of certain
entities.

It is the opinion of the Trust, the Portfolio and RMA that the receipt
of research from brokers will not materially reduce RMA's own research
activities or the overall cost of fulfilling its contracts with the Trust or the
Portfolio. Neither the Trust nor the Portfolio has any broker/dealer affiliate.

The Portfolio paid no commissions in 1993 or 1994 and paid $28,928 in
commissions in 1992 on the purchase and sale of portfolio securities.

VALUATION OF PORTFOLIO SECURITIES

Securities owned by a Portfolio and listed or traded on any national
securities exchange are valued at each closing of the New York Stock Exchange on
the basis of the last sale on such exchange each day that the exchange is open
for business. If there is no sale on that day, or if the security is not listed,
it is valued at its last bid quotation on the exchange or, in the case of
unlisted securities, as obtained from an established market maker. Futures
contracts are valued on the basis of the cost of closing out the liability;
i.e., at the settlement price of a closing contract or at the asked quotation
for such a contract if there is no sale. Money market instruments (certificates
of deposit, commercial paper, etc.) in the Portfolios, having maturities of 60
days or less, are valued at amortized cost if not materially different from
market value. Portfolio securities for which market quotations are not readily
available are to be valued by the Manager in good faith at its own expense under
the direction of the Trustees.

Other assets, which include cash, prepaid and accrued items and amounts
receivable as income on investments and from the sale of portfolio securities,
are carried at book value, as are all liabilities. Liabilities include accrued
expenses, sums owed for securities purchased, and dividends payable.

11
<PAGE> 79

CALCULATION OF TOTAL RETURN

From time to time, the Fund may advertise its average annual total
returns for various periods of time. When applicable, depending on the Fund, the
periods of time shown will be for a one-year period; a five-year period (or
relevant portion thereof) and since inception. Period and average annualized
total return are calculated separately for Class A and Class C shares. The
calculation assumes the reinvestment of all dividends and distributions.
Examples of the total return calculation for the Fund will assume a hypothetical
investment of $1,000 at the beginning of each period.

It is computed by finding the average annual compounded rates of return
over the length of the base periods that would equate the initial amount
invested to the ending redeemable value, according to the following formula:

n
P (1+T) = ERV
P = initial investment of $1,000
T = average annual total return
n = Number of years
ERV = ending redeemable value at the
end of the base period

THE TAA FUND:

Total Return
-------------------------------------------------------------------------
1 Year 5 Years Since Inception
Period Ended Period Ended Period Ended
December 31, 1994 December 31, 1994 December 31, 1994
----------------- ----------------- -----------------
<S> <C> <C> <C>
Value of Account

At end of Period $ 0 $ 0 $ 0

Value of Account

At beginning of Period 1,000.00 1,000.00 1,000.00
--------- --------- ---------

Base Period Return $ 0 $ 0 $ 0

Average Total Return 0 0 0
</TABLE>

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

12
<PAGE> 80

In the Prospectus, the Fund has notified shareholders that it reserves
the right at any time, without prior notice, to refuse exchange purchases by any
person or group if, in the Manager's judgment, the Fund would be unable to
invest effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected.

All redemptions in kind shall be of readily marketable securities.

An eligible group of related Fund investors includes any combination of
the following:

(a) an individual;

(b) the individual's spouse, their children and their
parents;

13
<PAGE> 81

(e) a trust created by the individual, the beneficiaries
of which are the individual, his or her spouse, parents or children;

(f) a Uniform Gifts to Minors Act/Uniform Transfers to
Minors Act account created by the individual or the individual's spouse; and

(g) one or more employee benefit plans of a company
controlled by an individual.

The Combined Purchase and Cumulative Purchase Privilege does not apply
to individual participants in retirement and group plans described below under
"Flex-Partners Retirement Plans."

14
<PAGE> 82

Further information about these programs and an application form can be
obtained from the Distributor.

Dividends and/or distributions on shares held under this plan are
invested in additional full and fractional shares at net asset value. The
Transfer Agent acts as agent for the shareholder in redeeming sufficient full
and fractional shares to provide the amount of the periodic withdrawal payment.
The plan may be terminated at any time.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, the Manager may reinvest

15
<PAGE> 83

your distributions at the then-current NAV. All subsequent distributions will
then be reinvested until you provide the Manager with alternate instructions.

DIVIDENDS. A portion of the Fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the extent
that the Fund's income is derived from qualifying dividends. Because the Fund
may earn other types of income, such as non-qualifying dividends and short-term
capital gains, the percentage of dividends from the Fund that qualifies for the
deduction generally will be less than 100%. The Fund will notify corporate
shareholders annually of the percentage of Fund dividends that qualifies for the
dividends-received deduction. A portion of the Fund's dividends derived from
certain U.S. government obligations may be exempt from state and local taxation.
The Fund will send each shareholder a notice in January describing the tax
status of dividends and capital gain distributions for the prior year.

TAX STATUS OF THE FUND. The Fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be liable
for federal tax on income and capital gains distributed to shareholders. In
order to qualify as a regulated investment company and avoid being subject to
federal income or excise taxes at the Fund level, the Fund intends to distribute
substantially all of its net investment income (consisting of the income it
earns from its investment in the Portfolio, less expenses) and net realized
capital gains within each calendar year as well as on a fiscal year basis. The
Fund intends to comply with other tax rules applicable to regulated investment
companies, including a requirement that capital gains from the sale of
securities held less than three months constitute less than 30% of the Fund's
gross income for each fiscal year. Gains from futures contracts and options are
included in this 30% calculation, which may limit the Fund's investments in such
instruments.

The Fund is treated as a separate entity from the other funds of The
Flex-Partners Trust for tax purposes.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In addition to
federal income taxes, shareholders may be subject to state and local taxes on
Fund distributions. Investors should consult their tax advisers to determine
whether the Fund is suitable to their particular tax situation.

INVESTMENT ADVISER AND MANAGER

R. Meeder & Associates, Inc. (the "Manager") is the investment adviser
and manager for, and has an Investment Advisory Contract with, the Portfolio.

16
<PAGE> 84

Costs, expenses and liabilities of the Trust attributable to a
particular fund are allocated to that fund. Costs, expenses and liabilities
which are not readily attributable to a particular fund are allocated among all
of the Trust's funds. Thus, each fund pays its proportionate share of: the fees
of the Trust's independent auditors, legal counsel, custodian, transfer agent
and accountants; insurance premiums; the fees and expenses of Trustees who do
not receive compensation from R. Meeder & Associates; association dues; the cost
of printing and mailing confirmations, prospectuses, proxies, proxy statements,
notices and reports to existing shareholders; state registration fees;
distribution expenses within the percentage limitations of each Class of Shares'
distribution and service plan, including the cost of printing and mailing of
prospectuses and other materials incident to soliciting new accounts; and other
miscellaneous expenses.

The expenses of the Portfolio include the compensation of the Trustees
who are not affiliated with the Manager; registration fees; membership dues
allocable to the Portfolio; fees and expenses of independent accountants, of
legal counsel and of any transfer agent or accountant of the Portfolio;
insurance premiums and other miscellaneous expenses.

17
<PAGE> 85

investors and Trustees; the advisory fees payable to the Manager under the
Investment Advisory Contract and other miscellaneous expenses.

OFFICERS AND TRUSTEES

The Trust and the Portfolio are managed by its Trustees and officers.
Their names, positions and principal occupations during the past five years are
listed below:

Position Principal
Name & Address Held Occupation
- -------------- ---- ----------
<S> <C> <C>
ROBERT S. MEEDER, SR.*+ Trustee/ Chairman, R. Meeder &
President (1)(2) & Associates, Inc. an
Investment Adviser
</TABLE>

18
<PAGE> 86
<TABLE>
<CAPTION>

Position Principal
Name & Address Held Occupation
- -------------- ---- ----------
<S> <C> <C>
MILTON S. BARTHOLOMEW Trustee (2) Retired, formerly a practicing
1424 Clubview Boulevard, S. attorney in Columbus, Ohio
Worthington, OH 43235 Member of the Portfolio's Audit
Committee.

JOHN M. EMERY Trustee (1) Retired, formerly Vice President
2390 McCoy Road & Treasurer of Columbus &
Columbus, OH 43220 Southern Ohio Electric Co.
Member of the Trust's Audit
Committee.

RICHARD A. FARR Trustee (1) President of R&R Supply Co.
3250 W. Henderson Rd. and General Manager of RAFCo.,
Columbus, OH 43220 Inc., two companies involved in
engineering, consulting & sales of
heating & air conditioning
equipment.

RUSSELL G. MEANS Trustee (2) Chairman of Employee Benefit
4789 Rings Road Management Corporation,
Dublin, OH 43017 consultants and administrators of
self-funded health and retirement
plans.

ROBERT S. MEEDER, JR.*+ Vice President (1)(2) President of R. Meeder &
Associates, Inc.

PHILIP A. VOELKER*+ Trustee (2)/ Senior Vice President of
Vice President (1)(2) R. Meeder & Associates, Inc.

STEVEN T. MCCABE*+ Assistant Controller, R. Meeder &
Treasurer (1)(2) Associates (since April 1991);
Assistant Treasurer, Cardinal
Group of Funds (October 1986 to
April 1990)
</TABLE>

19
<PAGE> 87
<TABLE>

DONALD F. MEEDER*+ Secretary/ Vice President of R. Meeder &
Treasurer(1)(2) Associates, Inc., and President of
Mutual Funds Service Co.

WESLEY F. HOAG*+ Vice President (1)(2) General Counsel and Chief
Operating Officer of R. Meeder &
Associates, Inc. (since July 1993);
Attorney, Porter, Wright, Morris &
Arthur, a law firm (October 1984 to
June 1993)

WILLIAM L. GURNER Trustee (1) President, Sector Capital Management,
Sector Capital Management an Investment Advisor (since January 1995);
One Commerce Square, Suite 1900 Manager of Trust Invesments of
Memphis, TN 38103 Federal Express Corporation (1987 -1994)

LOWELL G. MILLER* Trustee (1) President, Miller/Howard
Miller/Howard Investments, Inc. Investments, Inc., an Investment
141 Upper Byrdcliffe Adviser
Woodstock, NY 12498

ROGER D. BLACKWELL Trustee (1) Professor of Marketing and
Blackwell Associates, Inc. Consumer Behavior, The Ohio State
3380 Tremont Road University, and President of
Columbus, OH 43221 Blackwell Associates, Inc., a
strategic consulting firm

NEIL P. RAMSEY Trustee (2) President, Ramsey Financial, a
Suite 215 private investment management
1230 Hurstbourne Parkway company
Louisville, KY 40222
</TABLE>

(1) Trustee and/or officer of The Flex-Partners
(2) Trustee and/or officer of the Portfolio

*"Interested Person" of the Trust (as defined in the Investment Company Act of
1940) and Portfolio.

+P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017.

Robert S. Meeder, Sr. is Robert S. Meeder, Jr.'s father and Donald F.
Meeder's uncle.

20
<PAGE> 88

The Trustees and officers of the Fund and the Portfolio own, in the
aggregate, less than 1% of the Fund's total outstanding shares.

THE DISTRIBUTOR

Roosevelt & Cross, Incorporated (the "Distributor"), 20 Exchange Place,
New York, New York 10005, acts as the distributor of the Class A shares and the
Class C shares of the Fund.

21
<PAGE> 89

expenditures. In addition, as long as the Plans remain in effect, the selection
and nomination of Trustees who are not interested persons of the Fund shall be
committed to the Trustees who are not interested persons of the Fund.

Pursuant to the Underwriting Agreement, the Fund has agreed to
indemnify the Distributor to the extent permitted by applicable law against
certain liabilities under the Securities Act and the Investment Company Act of
1940. The Underwriting Agreement was approved by the Board of Trustees,
including a majority of the Rule 12b-1 Trustees, on May 1, 1995.

FLEX-PARTNERS RETIREMENT PLANS

Individual Retirement Accounts (IRA):

A Spousal IRA is also available.

CONTRACTS WITH COMPANIES AFFILIATED WITH THE MANAGER

Mutual Funds Service Co. provides accounting, stock transfer and
dividend disbursing services to the Fund and the Portfolio. The minimum annual
fee for accounting services for the Portfolio is $7,500. Subject to the
applicable minimum fee, the Portfolio's annual fee, payable monthly, is computed
at the rate of 0.15% of the first $10 million, 0.10% of the next $20 million,
0.02% of the next $50 million and 0.01% in excess of $80 million of the
Portfolio's average net assets. Subject to a $4,000 annual minimum fee, each
class of shares of the Fund will incur an annual fee, payable monthly, which
will be the greater of $15 per shareholder account or 0.10% of the Fund's
average net assets, for stock

22
<PAGE> 90

transfer and dividend disbursing services. These fees are reviewable annually by
the respective Trustees of the Trust and the Portfolio.

Mutual Funds Service Co. also serves as Administrator to the Fund
pursuant to an Administration Services Agreement which was effective February 1,
1995. Services provided to the Fund include coordinating and monitoring any
third party services to the Fund; providing the necessary personnel to perform
administrative functions for the Fund; assisting in the preparation, filing and
distribution of proxy materials, periodic reports to Trustees and shareholders,
registration statements and other necessary documents. The Fund incurs an annual
fee, payable monthly, of 0.03% of the Fund's average net assets.

DESCRIPTION OF THE TRUST

Trust Organization. The assets of the Trust received for the issue or
sale of the shares of the Fund and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are especially allocated to
the Fund and constitute the underlying assets of the Fund. The underlying assets
of the Fund are segregated on the books of account, and are to be charged with
the liabilities with respect to the Fund and with a share of the general
expenses of the Trust. Expenses with respect to the Trust are to be allocated in
proportion to the asset value of the respective funds except where allocations
of direct expense can otherwise be fairly made. The officers of the Trust,
subject to the general supervision of the Board of Trustees, have the power to
determine which expenses are allocable to a given fund, or which are general or
allocable to all of the funds. In the event of the dissolution or liquidation of
the Trust, shareholders of each fund are entitled to receive as a class the
underlying assets of such fund available for distribution.

Shareholder and Trustee Liability. The Trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of Trust
provides that the Trust shall not have any claim against shareholders except for
the payment of the purchase price of shares and requires that each agreement,
obligation, or instrument entered into or executed by the Trust or the Trustees
include a provision limiting the obligations created thereby to the Trust and
its assets.

Voting Rights. The Fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each share you own. The
shares have no preemptive or conversion rights; the voting

23
<PAGE> 91

and dividend rights, the right of redemption, and the privilege of exchange are
described in the Prospectus. Shares are fully paid and nonassessable, except as
set forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of the Trust or the Fund may, as set forth
in the Declaration of Trust, call meetings of the Trust or the Fund for any
purpose related to the Trust or Fund, as the case may be, including, in the case
of a meeting of the entire Trust, the purpose of voting on removal of one or
more Trustees. The Trust or any Fund may be terminated upon the sale of its
assets to another open-end management investment company, or upon liquidation
and distribution of its assets, if approved by vote of the holders of a majority
of the Trust or the Fund, as determined by the current value of each
shareholder's investment in the Fund or Trust. If not so terminated, the Trust
and the Fund will continue indefinitely.

Custodian. Star Bank, N.A., 425 Walnut Street, Cincinnati, OH 45202, is
custodian of the assets of the Portfolio. The custodian is responsible for the
safekeeping of the Portfolio's assets and the appointment of subcustodian banks
and clearing agencies. The custodian takes no part in determining the investment
policies of the Portfolio or in deciding which securities are purchased or sold
by the Portfolio. The Portfolio may, however, invest in obligations of the
custodian and may purchase or sell securities from or to the custodian.

Auditor. KPMG Peat Marwick LLP, Two Nationwide Plaza, Columbus, Ohio
43215, serves as the Trust's independent accountant. The auditor examines
financial statements for the Fund and provides other audit, tax, and related
services.

24
<PAGE> 92
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Not Applicable.

Statements and schedules other than those listed above are omitted because they
are not required, or because the information required is included in the
financial statements or notes thereto.

(b) Exhibits:

1. Declaration of Trust (effective June 22, 1992) --
filed as an exhibit to Registrant's initial
Registration Statement on Form N-1A filed with the
Commission on June 25, 1992, which exhibit is
incorporated herein by reference.

2. By-laws of the Trust -- filed as an exhibit to
Registrant's initial Registration Statement on Form
N-1A filed with the Commission on June 25, 1992,
which exhibit is incorporated herein by reference.

3. Not Applicable.

4. Not Applicable.

5. Not Applicable.

6. Underwriting Agreement between the Trust and
Roosevelt & Cross, Incorporated is filed herewith.

7. Not Applicable.

8. Custodian Agreement -- Between the Registrant and
Star Bank, N.A. filed as an exhibit to Registrant's
First Post-Effective Amendment to the Registration
Statement on Form N-1A filed with the Commission on
April 12, 1993, which exhibit is incorporated by
reference herein.

9. Administration Services Agreement between the Fund
and Mutual Funds Service Co. filed as an exhibit to
Registrant's Seventh Post-

<PAGE> 93

Effective Amendment to the Registration Statement on
Form N-1A filed with the Commission on or about
February 18, 1995, which exhibit is incorporated by
reference herein.

10. Opinion and Consent of Counsel -- filed as an exhibit
to Registrant's initial Registration Statement on
Form N-1A filed with the Commission on June 25, 1992,
which exhibit is incorporated herein by reference.

11. Not Applicable.

12. Not Applicable.

13. Investment Representation Letter of Initial
Shareholder filed as an exhibit to Registrant's
Eighth Post-Effective Amendment to the Registration
Statement on Form N-1A filed with the Commission on
April 29, 1995, which exhibit is incorporated by
reference herein.

14. Model Plans and related documents to be used in the
establishment of retirement plans in conjunction with
shares of the Registrant will be filed by amendment.

15. 12b-1 Plan for The Institutional Fund -- reference is
made to the exhibits referred to in Part C, Item
24(b)(15) of Registrant's Second Post-Effective
Amendment to the Registration Statement on Form N-1A
filed with the Commission on or about April 18, 1994,
and is incorporated herein by reference. 12b-1 and
Service Plans for the Class A Shares and Class C
Shares of The BTB Fund - reference is made to the
exhibits referred to in Part C, Item 24(b)(15) of
Registrant's Fourth Post-Effective Amendment to the
Registration Statement on Form N-1A filed with the
Commission on or about October 3, 1994, and is
incorporated herein by reference. 12b-1 and Service
Plans for the Class A Shares and Class C Shares of
The TAA Fund -- reference is made to the exhibits
referred to in Part C, Item 24(b)(15) of the
Registrant's Seventh Post-Effective Amendment to the
Registration Statement on Form N-1A filed with the
Commission on or about February 18, 1995, and is
incorporated herein by reference.

16. Schedule for Computation of Performance Quotation for
The BTB Fund was filed as an exhibit to Registrant's
Fourth Post-Effective Amendment to the Registration
Statement on Form N-1A filed with the Commission on
or about October 3, 1994, which exhibit is
incorporated by reference herein. Schedule of
Computation of

<PAGE> 94

Performance Quotation for The TAA Fund was filed as
an exhibit to Registrant's Seventh Post-Effective
Amendment to the Registration Statement on Form N-1A
filed with the Commission on or about February 18,
1995, which exhibit is incorporated herein by
reference.

17. Not Applicable

18. Multiple Class Plan for The BTB Fund and The TAA Fund
are filed herewith.

19. Powers of Attorney of Trustees of Registrant and each
Portfolio -- previously filed and incorporated herein
by reference.

Item 25. Persons Controlled by or under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities at ___________________, 1995.

<TABLE>
<CAPTION>
Title of Number of
Class Fund Record Holders
-------- ---- --------------
<S> <C>
Class A The TAA Fund 1
Shares of The BTB Fund 1
Beneficial
Interest

Class C The TAA Fund 1
Shares of The BTB Fund 1
Beneficial
Interest
</TABLE>

Item 27. Indemnification

Reference is made to Section 5.3 of the Declaration of Trust
filed as an exhibit to the Registrant's initial Registration
Statement on Form N-1A filed with the Commission on June 25,
1992. As provided therein, the Fund is required to indemnify
its officers and trustees against claims and liability arising
in connection with the affairs of the Fund, except liability
arising from breach of trust, bad faith, willful misfeasance,
gross negligence or reckless disregard of duties. The Fund is
obligated to undertake the defense of any action brought
against any officer, trustee or shareholder, and to pay the
expenses thereof if he acted in good faith and

<PAGE> 95

in a manner he reasonably believed to in or not opposed to the
best interest of the Fund, and with respect to any criminal
action had no reasonable cause to believe his conduct was
unlawful. Other conditions are applicable to the right of
indemnification as set forth in the Declaration of Trust. In
applying these provisions, the Fund will comply with the
provisions of Investment Company Act.

Item 28. Business and Other Connections of Investment Adviser.

Not applicable.

Item 29. Principal Underwriters.

(a) Not applicable.

(b)

<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
------------------ -------------- -------------
<S> <C> <C>
Dominick F. Antonelli* Chairman, Director None

Richard D. Griffiths* President, Director None

G. Roy Burton* Executive Vice
President, Director None

Gary T. Eggers* Executive Vice
President, Director None

John M. Farawell* Executive Vice
President, Director None

Thomas G. Houston* Executive Vice
President, Secretary
and Treasurer None

Robert P. Luckey* Executive Vice
President, Director None

Eugene F. McCue* Executive Vice
President, Director None

Raymond J. O'Sullivan* Executive Vice
President, Director None
</TABLE>

<PAGE> 96

<TABLE>
<S> <C> <C>
F. Gregory Finn* Executive Vice
President, Director None
</TABLE>

*20 Exchange Place, New York, NY 10005

Item 30. Location of Accounts and Records.

Registrant's Declaration of Trust, By-laws, and Minutes of
Trustees' and Shareholders' Meetings, and contracts and like
documents are in the physical possession of Signature
Financial Group, Inc., the Registrant's sub-administrator, at
6 St. James Avenue, Boston, Massachusetts 02116 or Mutual
Funds Service Co., or R. Meeder & Associates, Inc., at 6000
Memorial Drive, Dublin, Ohio 43017. Certain custodial records
are in the custody of Star Bank, N.A., the Fund's custodian,
at 425 Walnut Street, Cincinnati, Ohio 45202. All other
records are kept in the custody of R. Meeder & Associates,
Inc. and Mutual Funds Service Co., 6000 Memorial Drive,
Dublin, OH 43017.

Item 31. Management Services.

None.

Item 32. Undertakings

(a) Not Applicable.

(b) Registrant undertakes to file a post-effective
amendment, including financial statements for The TAA
Fund and The BTB Fund which need not be certified,
within four to six months following commencement of
operations.

(c) If the information called for by Item 5A of this
Registration Statement is contained in the latest
annual report to shareholders, Registrant undertakes
to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and
without charge.

(d) The Registrant undertakes to call a meeting of
shareholders for the purpose of voting upon the
question of removal of one or more directors, if
requested to do so by the holders of at least 10% of
the Registrant's outstanding shares, and will assist
communications

<PAGE> 97

among shareholders as set forth within Section 16(c)
of the 1940 Act.
<PAGE> 98

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this Amendment to
its Registration Statement meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, and the State of Ohio on the ___ day of May,
1995.

THE FLEX-PARTNERS

BY:
-------------------------
Donald F. Meeder
Secretary/Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

---------------- -------------------------------------
Date Signed Donald F. Meeder, Secretary/Treasurer

Pursuant to Powers of Attorney
copies of which are being filed herewith
as Exhibits, for Robert S. Meeder, Sr., Richard A. Farr,
John M. Emery, Roger D. Blackwell,
Lowell Miller and William Gurner
Trustees of The Flex-Partners

---------------- --------------------------------------
Date Signed Donald F. Meeder
Executed by Donald F. Meeder
Pursuant to Powers of Attorney

<PAGE> 99

SIGNATURES

Mutual Fund Portfolio (the "Portfolio") has duly caused this
Post-Effective Amendment to the Registration on Form N-1A of The Flex-Partners
(File No. 33-48922) to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Dublin and State of Ohio on the ___ day of May,
1995.

MUTUAL FUND PORTFOLIO

By:
-----------------------------
Donald F. Meeder

This Post-Effective Amendment to the Registration Statement on Form
N-1A of The Flex-Partners (File No. 33-48922) has been signed below by the
following persons in the capacities with respect to the Portfolio indicated on
______________, 1995.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Robert S. Meeder, Sr.* President and Trustee
- -------------------------------
Robert S. Meeder, Sr.

Milton S. Bartholomew* Trustee
- -------------------------------
Milton S. Bartholomew

Russel G. Means* Trustee
- -------------------------------
Russel G. Means

- ------------------------------- Secretary/Treasurer, Principal Financial
Donald F. Meeder Officer and Principal Accounting Officer

Walter L. Ogle* Trustee
- -------------------------------
Walter L. Ogle

Philip A. Voelker* Vice President and Trustee
- -------------------------------
Philip A. Voelker

Neil P. Ramsey* Trustee
- -------------------------------
Neil P. Ramsey

*By:
--------------------------
Donald F. Meeder
Executed by Donald F. Meeder on behalf
of those indicated pursuant to Powers of Attorney
</TABLE>

<PAGE> 100

SIGNATURES

Utilities Stock Portfolio (the "Portfolio") has duly caused this
Post-Effective Amendment to the Registration Statement on Form N-1A of The
Flex-Partners to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dublin and State of Ohio on the ___ day of May, 1995.

UTILITIES STOCK PORTFOLIO

By:
--------------------------
Donald F. Meeder

This Registration Statement on Form N-1A of The Flex-Partners has been
signed below by the following persons in the capacities with respect to the
Portfolio indicated on May ___, 1995.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Robert S. Meeder, Sr.* President and Trustee
- -------------------------------
Robert S. Meeder, Sr.

Milton S. Bartholomew* Trustee
- -------------------------------
Milton S. Bartholomew

Russel G. Means* Trustee
- -------------------------------
Russel G. Means

- ------------------------------- Secretary/Treasurer, Principal Financial
Donald F. Meeder Officer and Principal Accounting Officer

Walter L. Ogle* Trustee
- -------------------------------
Walter L. Ogle

Philip A. Voelker* Vice President and Trustee
- -------------------------------
Philip A. Voelker

Neil P. Ramsey* Trustee
- -------------------------------
Neil P. Ramsey

*By:
---------------------------
Donald F. Meeder
Executed by Donald F. Meeder on behalf
of those indicated pursuant to Powers of Attorney
</TABLE>

<PAGE> 1

UNDERWRITING AGREEMENT

This Agreement made as of this ___ day of May, 1995, by and between The
Flex-Partners, a Massachusetts business trust (the "Trust"), and Roosevelt &
Cross, Incorporated, a New York corporation ("Underwriter").

WHEREAS, the Trust is authorized to issue shares in separate series
representing the interests in separate portfolios of securities and other
assets; and

WHEREAS, two such series of shares represent interests in The TAA Fund
and The BTB Fund (each a "Fund", collectively, the "Funds"); and

WHEREAS, the Funds are investment companies registered under the
Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, Underwriter is a broker-dealer registered with the Securities
and Exchange Commission (the "Commission") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Funds and Underwriter are desirous of entering into an
agreement providing for the distribution by Underwriter of shares of the Funds
(the "Shares");

NOW, THEREFORE, in consideration of the promises and agreements of the
parties contained herein, the parties agree as follows:

1. APPOINTMENT. The Funds hereby appoint Underwriter as its
exclusive agent for the distribution of the Shares, and Underwriter
hereby accepts such appointment under the terms of this Agreement.
Notwithstanding any other provision hereof, the Funds may terminate,
suspend or withdraw the offering of the Shares whenever, in its sole
discretion, it deems such action to be desirable.

2. SALE AND REPURCHASE OF SHARES.

(a) Underwriter will have the right, as agent for the Funds,
to enter into dealer agreements with responsible investment dealers,
and to sell Shares to such investment dealers against orders therefor
at the public offering price (as defined in paragraph 2(e) hereof) less
a discount determined by Underwriter, which discount shall not exceed
the amount of the sales charge stated in the Funds' then current
Prospectus (as defined in paragraph 5(a) hereof) and statement of
additional information. At the request of the Funds (which request
shall not be more frequent than quarterly), Underwriter shall furnish a
list of broker-dealers with whom Underwriter has entered into a dealer
agreement. The Funds shall have the right to delete from such list any
broker-dealer from whom the Funds chooses not to accept sales orders.
Upon receipt of an order to purchase Shares from a dealer with whom
Underwriter has a dealer agreement, Underwriter will promptly cause
such order to be filled by the Funds. Underwriter shall have no
obligation to accept monies or Shares, or establish customer accounts.
All sales of Shares shall be conducted strictly through other
registered broker/dealers with Underwriter acting in the role of
wholesaler. The right granted to the Underwriter to sell Shares to such
investment dealers against orders therefor shall not apply to Shares
issued in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged
with and into or consolidated with the Funds or in the event that the
Funds acquires by purchase or otherwise, all or substantially all of
the assets or the outstanding shares of any such company. Such right
shall also not apply to Shares issued by the Funds as a dividend or
stock split.

<PAGE> 2
(b) Underwriter will also have the right, as agent for the
Funds, to sell Shares to the public against orders therefor at the
public offering price (as defined in paragraph 2(e) hereof).

(c) Underwriter will also have the right, as agent for the
Funds, to sell Shares at their net asset value to such persons as may
be approved by the Board of Trustees of the Funds and provided in the
Prospectus, all such sales to comply with the provisions of the Act,
the rules and regulations of the Commission promulgated thereunder and
all other federal and state securities laws, rules and regulations.

(d) Underwriter will also have the right to take, as agent for
the Funds, all actions which, in accordance with this Agreement, are
necessary to carry into effect the distribution of the Shares in
accordance with this Agreement.

(e) The public offering price shall be the net asset value of
Shares then in effect, plus any applicable sales charge determined in
the manner set forth in the Prospectus or as permitted by the Act and
the rules and regulations of the Commission promulgated thereunder. In
no event shall any applicable sales charge exceed the maximum sales
charge permitted by the rules and regulations of the NASD.

(f) The net asset value of the Shares shall be determined in
the manner provided in the Prospectus, and when determined shall be
applicable to transactions as provided for in the Prospectus. The net
asset value of the Shares shall be calculated by the Funds or by
another entity on behalf of the Funds. Underwriter shall have no duty
to inquire into or liability for the accuracy of the net asset value
per Share as calculated pursuant to paragraph (e) above.

(g) On every sale before June 7, 1995, the Funds shall receive
the applicable net asset value of the Shares promptly, but in no event
later than the fifth (5th) business day following the date on which
Underwriter shall have received an order for the purchase of Shares. On
every sale on or after June 7, 1995, the Funds shall receive the
applicable net asset value of the Shares promptly, but in no event
later than the third (3rd) business day following the date on which
Underwriter shall have received an order for the purchase of Shares.
Underwriter shall have the right to retain the sales charge less any
applicable dealer discount.

(h) Upon receipt of purchase instructions, Underwriter will
transmit such instructions to the Funds or its transfer agent for
registration of the Shares purchased. Sales of the Shares of the Funds
shall be deemed to be made when and where accepted by the Funds'
transfer agent.

(i) If Underwriter is not registered as a broker-dealer in any
state or an exemption for sales of Shares by Underwriter in such state
is not otherwise available, the Funds shall not be permitted to sell
Shares in the state until Underwriter is so registered or such
exemption is available.

(j) Nothing in this Agreement shall prevent Underwriter or any
affiliated person (as defined in the Act) of Underwriter from acting as
underwriter or distributor for any other person, firm or corporation
(including other investment companies) or in any way limit or restrict
Underwriter or such affiliated person from buying, selling or trading
any securities for its or their own account or for the accounts of
others for whom it or they may be acting; provided, however, that
Underwriter expressly agrees that it will undertake no activities
which, in its judgment, will adversely affect the performance of its
obligations to the Funds under this Agreement.

(k) Underwriter may repurchase Shares at such prices and upon
such terms and conditions as shall be specified in the Prospectus.

2
<PAGE> 3
3. SALES OF SHARES. Underwriter does not agree to sell any
specific number of Shares. Underwriter, as agent for the Funds,
undertakes to sell Shares on a best efforts basis only against orders
therefor.

4. RULES OF NASD, ETC.

(a) Underwriter will conform to the Rules of Fair Practice of
the NASD and the securities laws of any jurisdiction in which it sells
any Shares.

(b) Underwriter will require each dealer with whom Underwriter
has a dealer agreement to conform to the applicable provisions of the
Prospectus, with respect to the public offering price of the Shares,
and Underwriter shall not withhold the placing of purchase orders so as
to make a profit thereby.

(c) Underwriter agrees to obtain the prior written approval of
the Funds (which approval shall not be unreasonably withheld or
delayed) with regard to, and file and clear with the proper authorities
copies of, any agreements, plans or other materials it intends to use
in connection with any sales of Shares. Copies of such materials and
evidence of filing with the proper authorities shall be furnished to
the Funds. To the extent the Funds has created any such sales
materials, the Funds shall not use such materials until Underwriter has
approved of such materials and filed them with the proper authorities.

(d) Underwriter shall not make, or authorize any registered
representative, broker or dealer to make, in connection with any sales
or solicitation of a sale of the Shares, any representations concerning
the Shares except those contained in the Prospectus covering the Shares
and in sales materials approved by the Underwriter and the Funds as
information supplemental to such Prospectus. Copies of the Prospectus
will be supplied by the Funds to Underwriter in reasonable quantities
upon request.

5. REPRESENTATIONS AND WARRANTIES OF THE FUNDS. The Funds
represents and warrants to, and agrees with Underwriter that:

(a) Except as may otherwise be provided in Section 27 hereof,
a registration statement on Form N-1A with respect to the Shares has
been prepared and filed by the Funds with the Commission under and in
conformity with the requirements of the Securities Act of 1933, as
amended (the "33 Act"), the Act and the Rules and Regulations (as
defined hereinbelow); such registration statement is currently
effective and the Funds shall take whatever action necessary to
maintain an effective registration statement at all times during the
term of this Agreement. As used in this Agreement, the term
"Registration Statement" means such registration statement, including
all exhibits thereto, as amended at the time; and the term "Prospectus"
means the prospectus constituting a part of the Registration Statement,
in the form filed with the Commission.

(b) Except as may otherwise be provided in Section 27 hereof,
the Commission or any state has not issued any order preventing or
suspending the use of any Prospectus, and each Prospectus, at the time
of filing thereof, complied in all material respects with the
requirements of the 33 Act and Act (together the "Acts") and the rules
and regulations (the "Rules and Regulations") promulgated by the
Commission under the Acts and the Securities Exchange Act of 1934 as
amended (the "34 Act"), and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
The Registration Statement and the Prospectus and any amendments or
supplement thereto will contain all statements which are required to be
stated therein in accordance with the Acts and the

3
<PAGE> 4

Rules and Regulations and will comply in all material respects with the
requirements of the Acts and the Rules and Regulations; and neither the
Registration Statement nor the Prospectus nor any amendment or
supplement thereto will include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

(c) The Funds is a series Funds of a business trust which is
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts with full power and authority to own its
properties and conduct its business as now conducted; and the Shares
have been duly authorized and when issued will be validly issued, fully
paid and nonassessable.

(d) The Shares conform in all material respects to the
description thereof contained in the Prospectus.

(e) The Funds has full legal right, power and authority to
enter into this Agreement and except as may otherwise be provided in
Section 27 hereof, to issue, sell and deliver the Shares to be sold by
it to Underwriter as provided herein, and this Agreement has been duly
authorized, executed and delivered by the Funds as required by the Act.

(f) The Funds is not in violation of its Declaration of Trust
or By-laws or in default under any agreement, indenture or instrument,
the effect of which violation or default would be material to the
Funds. No consent, approval, authorization or order of any court or
governmental agency or body or securities exchange is required for the
consummation of the transactions contemplated by this Agreement except
such as have been obtained and such as may be required under the Acts
and the Rules and Regulations and such as may be required under state
securities laws of Blue Sky Laws in connection with the purchase and
distribution of the Shares by Underwriter, except as may otherwise be
provided in Section 27 hereof. Except as may otherwise be provided in
Section 27 hereof, the consummation by the Funds of the transactions
contemplated by this Agreement will not conflict with, result in the
creation or imposition of any lien, charge or encumbrance upon the
assets of the Funds pursuant to the terms of, result in a breach or
violation by the Funds of any of the terms or provisions of, or
constitute a default by the Funds under, any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument to
which the Funds is a party or to which it or its property is subject,
the Declaration of Trust or By-laws of the Funds, any statute, or any
judgment, decree, order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Funds or any
of its property.

(g) The financial statements and the related notes included in
the Registration Statement and Prospectus presently fairly the
financial position, results of operations and changes in financial
position of the Funds at the dates and for the periods to which they
relate and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis, except as
otherwise stated therein.

(h) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, the Funds has
not incurred any material liabilities or obligations, direct or
contingent, or entered into any material transaction, whether or not in
the ordinary course of business, and there has not been any material
change in the capital stock, or any material adverse change, in the
business, condition (financial or other), key personnel, properties,
results of operations or assets of the Funds except in each case as
disclosed in or contemplated by the Prospectus.

(i) Except as may otherwise be provided in Section 27 hereof,
there is not pending, or to the knowledge of the Funds, contemplated or
threatened, any action, suit, proceeding, inquiry or investigation, to
which the Funds is a party, or to which the property of the Funds is
subject, before or brought by any court or governmental agency or body,
or any arbitrator, which, if

4
<PAGE> 5

determined adversely to the Funds might result in any material adverse
change in the business, condition (financial or other), net asset value
or results of operations, or materially adversely affect the properties
or assets of the Funds.

(j) Except as may otherwise be provided in Section 27 hereof,
the Funds is not in violation of any law, ordinance, governmental rule
or regulation or court decree to which it may be subject or has not
failed to obtain any license, permit, franchise or other governmental
authorization necessary to the ownership of its property or to the
conduct of its business, which violation or failure to obtain is likely
to have any material adverse effect on the condition (financial or
other), properties, prospective results of operations or net asset
value of the Funds.

(k) There are no contracts or other documents required to be
described in the Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement by the Acts or by the Rules and
Regulations which have not been described or filed as required.

(l) The Funds has timely filed all necessary federal income
tax returns and all necessary state and foreign income, excise, state
and franchise tax returns, has paid all taxes shown as due thereon and
has made adequate reserves for future tax liabilities, and, except as
described in the Prospectus, there is no tax deficiency that has been
asserted against the Funds that would materially and adversely affect
the business of the Funds.

(m) The Funds maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (A)
transactions are executed in accordance with management's general or
specific authorizations, (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability of
assets, (C) access to assets is permitted only in accordance with
management's general or specific authorization, and (D) the recorded
accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to
any differences.

6. COVENANTS OF THE FUNDS. The Funds covenants and agrees with
Underwriter that:

(a) The Funds will cause the Registration Statement and any
subsequent amendments thereto to become effective as promptly as
practicable and will not file any amendment to the Registration
Statement or any supplement to the Prospectus of which Underwriter
shall not previously have been furnished with a copy a reasonable time
prior to the proposed filing. Except as otherwise provided in Section 1
hereof, the Funds will maintain an effective Registration Statement as
required by the Acts at all times during the term of this Agreement.
Except as otherwise provided in Section 1 hereof, the Funds will comply
so far as it is able with all requirements imposed upon it by the Acts
and the Rules and Regulations to the extent necessary to permit the
continuance of sales of the Shares in accordance with the provisions
hereof and of the Prospectus and the Funds will prepare and file with
the Commission any amendments to the Registration Statement or
supplements to the Prospectus which it deems necessary or advisable in
connection with the distribution of the Shares by Underwriter, and will
use its best efforts to cause the same to become effective as promptly
as practicable.

(b) The Funds will advise Underwriter promptly after it
receives notice or obtains knowledge thereof, of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of
the Prospectus, or of the suspension of the qualification of the Shares
for offering or sale in any jurisdiction, or of the institution or
threatening of any proceeding for any such purpose, or of any request
made by the Commission for amending the Registration Statement, for
supplementing the Prospectus or for additional information, and the
Funds will use its best efforts to prevent the

5
<PAGE> 6

issuance of any such order and, if any such order is issued to obtain
the lifting thereof as promptly as practicable.

(c) The Funds will arrange for the qualification of the Shares
for offering and sale under the securities or Blue Sky laws of such
jurisdictions in which the Shares will be sold.

(d) The Funds will furnish to Underwriter copies of the
Registration Statement, the Prospectus, and all amendments and
supplements thereto, in each case as soon as available, and in such
quantities as Underwriter may reasonably request.

(e) The Funds will furnish to its shareholders semi-annual and
annual reports including such information and within the time
requirements prescribed by the Act.

(f) If sales of the Funds' Shares are facilitated through the
use of a clearing agency (e.g., National Securities Clearing
Corporation), the Funds shall direct its transfer agent to settle all
clearing agency transactions promptly according to the rules and
regulations of such clearing agency.

(g) The Funds shall permit Underwriter to be added as a named
insured to the Funds' errors and omissions insurance policy so long as
Underwriter pays the marginal cost of adding Underwriter to such policy
and so long as such addition does not require any amendment to such
policy not acceptable to the Funds.

7. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITER.

The Underwriter represents and warrants to, and agrees with the Funds,
that:

(a) Underwriter has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of New York, with all requisite corporate power and authority to
conduct its business and to perform its obligations contemplated
herein.

(b) This Agreement has been duly and validly authorized,
executed and delivered by Underwriter and constitutes Underwriter's
valid, binding and enforceable agreement.

(c) Underwriter's execution and delivery of this Agreement,
and the performance of Underwriter's obligations hereunder, will not
result in a violation of, be in conflict with or constitute a default
under any agreement or instrument to which Underwriter is a party or by
which Underwriter or Underwriter's properties are bound, or any
judgment, decree, order, statute, rule or regulation applicable to
Underwriter.

(d) The information supplied by Underwriter for inclusion in
the Prospectus and Registration Statement relating to Underwriter is
complete and correct and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein not misleading.

(e) Underwriter is (i) a broker-dealer duly registered
pursuant to the provisions of the 34 Act, (ii) a member in good
standing of the NASD, and (iii) duly registered as a broker-dealer
under the applicable laws and regulations of each state in which
Underwriter will offer and sell the Shares, except such states in which
Underwriter is exempt from registration or such registration is not
otherwise required. Underwriter will maintain its registration in good
standing, or its exemption from such registration, throughout the term
of this Agreement and Underwriter will comply with all statutes and
other requirements applicable to Underwriter with respect to
Underwriter's brokerage activities within those jurisdictions.
Underwriter, its affiliates, officers and directors have not taken or
failed to take any act, and are not subject to any order or

6
<PAGE> 7

proceeding, that would prevent the registration of the Shares with any
state securities commission, or which will result in the issuance of
any stop order on the sale of the Shares.

(f) Underwriter has applied to be a member of National
Securities Clearing Corporation and FundsServ.

8. COVENANTS OF THE UNDERWRITER.

The Underwriter covenants and agrees with the Funds that:

(a) In offering and selling the Shares, Underwriter will
comply with all applicable requirements of the Acts, the 34 Act and the
Rules and Regulations.

(b) Subject to valid exemption(s) from the requirement to
register as a broker-dealer under any of the Blue Sky Laws, Underwriter
will comply with all applicable requirements of the Blue Sky Laws
applicable to Underwriter as a broker-dealer. Underwriter will not
offer or sell any of the Shares in any jurisdiction prior to receiving
instructions (oral or written) from the Funds that offers may be made
in such jurisdiction.

(c) Underwriter will abide by, and take reasonable precautions
to insure compliance with, all provisions contained in the Prospectus
and this Agreement regulating the terms and manner of conducting the
offering of the Shares. Underwriter will not use any offering or
selling material other than materials furnished or approved in writing
by the Funds. Neither Underwriter nor any of its agents will give any
information or make any representation with respect to the Funds other
than the information or representations contained in the Prospectus or
any sales literature authorized by the Funds for use in connection with
the offering of the Shares, or such other information as is
specifically authorized by the Funds.

(d) In offering and selling the Shares, Underwriter will
comply with all applicable rules of the NASD, including Sections 8, 24,
and 36 of Article III of the Rules of Fair Practice.

(e) Neither Underwriter nor any of its directors or officers
(nor any other person serving in a similar capacity):

(i) Has been convicted within ten years of date
hereof of any crime or offense involving the purchase or sale
of any security, involving the making of a false statement
with the Commission, or arising out of such person's conduct
as an underwriter, broker, dealer, municipal securities dealer
or investment advisor.

(ii) Is subject to any order, judgment or decree of
any court of competent jurisdiction temporarily or
preliminarily enjoining or retraining, or is subject to any
order, judgment or decree of any court of competent
jurisdiction, entered into within five years prior to the date
hereof, permanently enjoining or restraining such person from
engaging in or continuing any conduct or practice in
connection with the purchase or sale of any security,
involving the making of a false filing with the Commission, or
arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer or investment
advisor;

(iii) Is subject to an order of the Commission
entered pursuant to section 15(b), 15B(a), or 15B(c) of the 34
Act; or is subject to an order of the Commission entered
pursuant to section 203(e) or (f) of the Investment Advisers
Act of 1940;

(iv) Is suspended or expelled from membership in, or
suspended or barred from association with a member of, an
exchange registered as a national securities

7
<PAGE> 8

exchange pursuant to section 6 of the 34 Act, an association
registered as a national securities association under section
15A of the 34 Act, or a Canadian securities exchange or
association for any act or omission constituting conduct
inconsistent with just and equitable principles of trade;

(v) Is subject to a United States Postal Service
false representation order entered within five years of the
date hereof; or is subject to a restraining order or
preliminary injunction entered under section 3007 of title 39,
United States Code, with respect to any conduct alleged to
constitute postal fraud;

(vi) Has been or has been named as an underwriter of
any securities covered by any registration statement which is
the subject of any pending proceeding or examination under
section 8 of the 33 Act, or is the subject of any refusal
order or stop order entered thereunder within five years prior
to the date hereof;

(vii) Has been or has been named as an underwriter of
any securities covered by any filing which is subject to any
pending proceeding under Rule 261 or any similar Rule adopted
under section 3(b) of the 33 Act, or to an order entered
thereunder within five years to the date hereof; and

(viii) Taken or failed to take any other act, or are
subject to any other order or proceeding, that would make
unavailable any registration or qualification requirements of
the Acts, the 34 Act, the Rules and Regulations or the Blue
Sky Laws.

(f) Underwriter shall make diligent efforts to become a member
in good standing of National Securities Clearing Corporation and
FundsServ as soon as practicable, but in any event no later than 14
days after the date of this Agreement. Underwriter shall maintain said
memberships in good standing throughout the term of this Agreement and
Underwriter shall comply with all articles, bylaws, rules and other
requirements applicable to Underwriter's activities with National
Securities Clearing Corporation and FundsServ.

(g) Neither Underwriter nor any of its directors, officers,
employees, or members of an advisory board is (i) ineligible, by reason
of subsection (a) of Section 9 of the Act to serve or act in such
capacities or (ii) subject to an order of the Commission entered
pursuant to subsections (b) or (f) of Section 9 of the Act.

9. CONDITIONS OF THE UNDERWRITER'S OBLIGATIONS. The obligations
of Underwriter hereunder shall be subject, in its discretion, to the
accuracy of the representations and warranties of the Funds herein and
to the performance by the Funds of its covenants and agreements
hereunder.

10. CONDITIONS OF THE FUNDS' OBLIGATIONS. The obligations of the
Funds hereunder shall be subject, in its discretion, to the accuracy of
the representations and warranties of Underwriter herein and to the
performance by Underwriter of its covenants and agreements hereunder.

11. INDEMNIFICATION.

(a) The Funds agrees to indemnify and hold harmless the
Underwriter, and each person, if any, who controls Underwriter within
the meaning of the Acts or Section 20 of the 34 Act, from and against
any losses, claims, damages, fines and liabilities, joint or several,
to which Underwriter or such controlling person may become subject
under the Acts or otherwise insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any
material fact contained (A) in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or (B) in any Blue
Sky Application or other document executed by the Funds specifically
for that purpose or

8
<PAGE> 9

based upon written information furnished by the Funds filed in any
state or other jurisdiction in order to qualify any or all of the
Shares under the securities laws thereof (any such application,
document or information being hereinafter called a "Blue Sky
Application"), (ii) the omission or alleged omission to state in the
Registration Statement, the Prospectus, any amendment or supplement
thereof, any Blue Sky Application, or any sales material, a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and will reimburse Underwriter and each such
controlling person for any legal or other expenses reasonably incurred
by Underwriter or such controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action, or (iii) the failure of the Funds' transfer agent to remit
appropriate amounts to or properly settle with any clearing agency
(e.g., National Securities Clearing Corporation) in accordance with
such agency's rules and regulations; provided, however, that the Funds
will not be liable in any such case to the extent, but only to the
extent, that any such loss, claim, damage, liability or action arises
out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, or
any sales material, the Prospectus or any amendment or supplement
thereto, or any Blue Sky Application, in reliance upon and in
conformity with written information furnished to the Funds by
Underwriter expressly for use therein. This indemnity shall not apply
to any loss, claim, liability or action resulting from willful
misfeasance, bad faith or gross negligence on the part of Underwriter.
This indemnity agreement will be in addition to any liability which the
Funds may otherwise have.

(b) The Underwriter agrees to indemnify and hold harmless the
Funds, the trustees and officers of the Funds and Trust, and any person
who controls the Funds or Trust within the meaning of the 33 Act from
and against any losses, claims, damages or liabilities to which the
Funds or any such trustee, officer or controlling person may become
subject, under the Acts or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement
made by the Underwriter (A) in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or (B) in any Blue
Sky Application, or (ii) the omission or the alleged omission to state
therein made by Underwriter of a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Underwriter by the Funds expressly for use therein;
Underwriter will reimburse any legal or other expenses reasonably
incurred by the Funds or any such trustee, officer or controlling
person in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement will be in
addition to any liability which the Underwriter may otherwise have.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to paragraphs (a) or (b) of this
Section 11, such person (the "indemnified party") shall promptly notify
the person against whom such indemnity may be sought (the "indemnifying
party") in writing (but the omission so to notify the indemnifying
party will not relieve it from any other liability which it may have to
any indemnified party), and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate (including the indemnifying party) in
such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest between
them, in which case the fees and disbursements of such counsel related
to such proceeding shall be paid by the indemnifying party. It is
understood that the

9
<PAGE> 10

indemnifying party shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for (a) the
reasonable fees and expenses of more than one separate firm (in
addition to any local counsel) for Underwriter and all persons, if any,
who control Underwriter within the meaning of either the Acts or
Section 20 of the 34 Act, and (b) the reasonable fees and expenses of
more than one separate firm (in addition to any local counsel) for the
Funds, the Trust or their trustees or officers. It is further
understood that all such fees and expenses shall be reimbursed as they
are incurred. In the case of any such separate firm for Underwriter and
such control persons of Underwriter, such firm shall be designated in
writing by Underwriter. In the case of any such separate firm for the
Funds and Trust, and such trustees or officers of the Trust or Funds,
such firm shall be designated in writing by the Trust or Funds. The
indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.

(d) The Funds and the Underwriter each agree to notify the
other promptly of the commencement of any litigation or proceeding
against it in connection with the issuance and sale of any of the
Shares.

12. RECORDS TO BE SUPPLIED BY THE FUNDS. The Funds shall furnish
to Underwriter copies of all information, financial statements and
other papers which Underwriter may reasonably request for use in
connection with the distribution of the Shares, and this shall include,
but shall not be limited to, one certified copy, upon request by
Underwriter, of all financial statements prepared for the Funds by
independent public accountants.

13. EXPENSES.

(a) Except as otherwise provided herein, the Funds will bear
all costs and expenses incurred under this Agreement including but not
limited to:

(i) Preparation, setting in type, and printing
of sufficient copies of prospectuses and statements of
additional information for distribution to shareholders.

(ii) Preparation, printing and distribution
of reports and other communications to shareholders.

(iii) Registration of the Shares under the Acts.

(iv) Qualification of the Shares for sale in the
various States.

(v) Qualification of the Funds as a dealer or broker
under the laws of jurisdiction as well as qualification of the
Funds to do business in any jurisdiction, if such
qualification is necessary for the purpose of selling the
Shares.

(vi) Maintaining facilities for the issue and
transfer of the Shares.

(vii) Supplying information, prices and other data to
be furnished by the Funds under this Agreement.

(viii) Any original issue taxes or transfer taxes
applicable to the sale of delivery of the Shares or
certificates therefor.

(b) Except as otherwise agreed to by the parties or as
otherwise provided herein, Underwriter will pay all other expenses
(other than expenses which one or more dealers may bear

10
<PAGE> 11

pursuant to any agreement with Underwriter) incident to the sale and
distribution of the Shares sold hereunder.

14. DISTRIBUTION PLANS. The Funds has adopted a distribution plan
with respect to Class A Shares and Class C Shares pursuant to Rule
12b-1 under the Act (the "Plan") which provides that the Funds may
incur expenses to finance any activity which is primarily intended to
result in the sale of Shares. Such activities may include, but are not
limited to, advertising, salaries and other expenses of Underwriter
relating to selling efforts, seminars, printing of prospectuses,
statements of additional information and reports for other than
existing shareholders, preparation and distribution of advertising
material and sales literature, and supplemental payments to dealers.
Underwriter shall be paid by the Funds pursuant to the Plans with
respect to Class A Shares and Class C Shares a fee not to exceed 0.25%
and 0.75% per annum, respectively, of their average daily net assets as
may be determined by the Trust's Board of Trustees from time to time
for expenses incurred by Underwriter in connection with this Agreement.
Such reimbursement shall be made upon submission to the Funds of the
expenses to be reimbursed and shall be reduced by the aggregate sums
paid by the Funds to persons other than broker-dealers.

15. LIABILITY OF UNDERWRITER.

(a) Underwriter, its directors, officers, employees,
shareholders and agents shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Funds in connection
with the performance of this Agreement, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation
for services or a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of Underwriter in the performance of its
obligations and duties under this Agreement.

(b) Any person, even though also a director, officer,
employee, shareholder or agent of Underwriter, who may be or become an
officer, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Funds or acting on any business of the Funds
(other than services or business in connection with Underwriter's
duties hereunder), to be rendering such services to or acting solely
for the Funds and not as a director, officer, employee, shareholder or
agent, or one under the control or direction of Underwriter even though
paid by it.

16. TERMINATION OF THIS AGREEMENT.

(a) This Agreement may be terminated, with respect to the
Funds at any time, without payment of any penalty, by vote of a
majority of the members of the Board of Trustees of the Trust who are
not interested persons of the Funds and who have no direct or indirect
financial interest in the preparation of the Plan or in any agreement
relating to the Plan or by vote of a majority of the outstanding voting
securities of the Funds on not more than ninety (90) days' written
notice to the other party. This Agreement shall automatically terminate
in the event of its assignment.

(b) The Underwriter may terminate this Agreement (i) on
written notice to the Funds at any time in case the effectiveness of
the Registration Statement shall be suspended, except as otherwise
provided in Section 27 hereof, or (ii) by giving the Funds written
notice of its intention to terminate this Agreement at the expiration
of ninety (90) days from the date of delivery of such written notice of
intention to the Funds.

(c) Notwithstanding any provision to the contrary herein, if
the Underwriter fails for any reason to become a member in good
standing of National Securities Clearing Corporation and FundsServ
within the 14-day period specified in paragraph 8(f) hereof, the Board
of Trustees of the Trust may terminate this Agreement with respect to
the Funds, without payment of any penalty, immediately upon written
notice to the Underwriter.

11
<PAGE> 12

17. EFFECTIVE PERIOD OF THIS AGREEMENT.

The provisions of paragraph 11 hereof shall survive the
termination of this Agreement. The remaining provisions of this
Agreement shall be effective on the date first above written and shall
remain in full force and effect for a period of one (1) year thereafter
(unless terminated as set forth in Paragraph 16), and from year to
year thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Trustees of the Funds
or by a vote of the majority of the outstanding voting securities of
the Funds and (ii) by a majority of the Trustees of the Funds who are
not parties to this Agreement or interested persons of any such party
by vote cast in person at a meeting called for the purpose of voting
on such approval.

18. REPORTS.

Underwriter shall prepare reports for the Board of Trustees of
the Trust on a quarterly basis showing such information as from time to
time shall be reasonably requested by such Board and necessary for an
informed determination as to whether this Agreement shall continue. The
Underwriter shall provide a written report, on a quarterly basis, of
the amounts expended, the purposes for which such expenditures were
made and any other information reasonably requested by the Board of
Trustees of the Trust to enable it to fulfill its responsibilities
under paragraph (d) of Rule 12b-1 under the Act and to make findings
required by paragraph (e) of Rule 12b-1.

19. SEVERABILITY.

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.

20. QUESTIONS OF INTERPRETATION.

This Agreement shall be governed by the laws of the State of
Ohio, without reference to its choice of law rules.

21. NOTICES.

Any notices required or permitted to be given hereunder shall
be sufficient if in writing, and if delivered by hand, or sent by
certified mail, return receipt requested, to the following addresses:

If to the Trust or a Fund:

The Flex-Partners
6000 Memorial Drive
Dublin, OH 43017
Attention: President

If to the Underwriter:

Roosevelt & Cross, Incorporated
20 Exchange Place
New York, NY 10005
Attention: President

12
<PAGE> 13

or such other address as either party may from time to time designate
in writing to the other, and shall be deemed given as of the date of
the delivery or mailing.

22. ARBITRATION.

Any dispute, controversy or claim arising out of or in
connection with this Agreement will be settled by binding arbitration
in accordance with the applicable rules for expedited review of (and by
an independent arbitrator selected by) the American Arbitration
Association, and the decision of such arbitrator, including any award
of attorneys' fees and costs, may be entered into any court with
jurisdiction.

23. ATTORNEYS' FEES.

If any legal action or any arbitration or other proceeding is
brought to enforce the provisions of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Agreement, the successful or
prevailing party or parties, whether such party or parties have
instituted the action, shall be entitled to recover reasonable
attorneys' fees and other costs incurred in such action or proceeding,
in addition to any other relief to which the Funds or Underwriter may
be entitled.

24. ENTIRE AGREEMENT AND BINDING EFFECT.

This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter hereof and shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, heirs, distributees, successors and
permitted assigns.

25. ASSIGNMENT.

This Agreement may not be transferred or assigned by either
party.

26. AMENDMENTS.

This Agreement may not be amended except by a writing signed
by all of the parties hereto.

27. CLASS OF SHARES OF THE TAA FUND.

Underwriter acknowledges and agrees that the Trust has
undertaken to (i) neither offer for sale nor sell Class A Shares of
the TAA Fund described in the Prospectus (with a maximum initial sales
charge of 4%) prior to the receipt from the Commission of appropriate
no action assurance or an exemption concerning such sales charge and
(ii) prior to offering Class C Shares of the TAA Fund, supplement or
amend the TAA Fund's Prospectus to make clear that no Class A Shares
of the TAA Fund are being offered thereby. Notwithstanding any
provision to the contrary herein, Underwriter agrees that any failure
of the TAA Fund or the Trust to obtain such no action assurance or an
exemption will not constitute a breach of this Agreement by the TAA
Fund or the Trust and hereby waives any right to claim any such breach.

13
<PAGE> 14

IN WITNESS WHEREOF, the Trust and Underwriter have each caused this
Agreement to be signed in duplicate, as of the day and year first above written.

ATTEST: TRUST:

THE FLEX-PARTNERS

__________________________________ BY:________________________________

__________________________________ ITS:________________________________

ATTEST: UNDERWRITER:

ROOSEVELT & CROSS, INCORPORATED

__________________________________ BY:________________________________

__________________________________ ITS:________________________________

14
<PAGE> 15

DEALER'S AGREEMENT

Roosevelt & Cross, Incorporated ("Underwriter") invites you, as a
selected dealer, to participate as principal in the distribution of shares (the
"Shares") of The Flex-Partners family of mutual funds of which the Underwriter
is the exclusive underwriter. The funds consist of The Flex-Partners' BTB Fund
and TAA Fund and any new or additional funds of The Flex-Partners family of
mutual funds (each a "Fund" or together the "Funds") which may be distributed by
Underwriter. Underwriter agrees to sell to you, subject to any limitations
imposed by the Funds, shares issued by the Funds and to promptly confirm each
sale to you. All sales will be made according to the following terms:

1. All offerings of any of the Shares by you must be made at
the public offering prices, and shall be subject to the
conditions of offering set forth in the then current
prospectuses (the "Prospectus") and statements of additional
information of the Funds and to the terms and conditions
herein set forth, and you agree to comply with all applicable
laws, including but not limited to, federal and state
securities laws, the Rules and Regulations of the Securities
and Exchange Commission, and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. (the "NASD").
You will not offer Shares for sale in any state or other
jurisdiction where they are not qualified for sale under the
blue sky laws and regulations of such state or jurisdiction,
or where you are not qualified to act as a dealer. Upon
application to Underwriter, Underwriter will inform you as to
the states or other jurisdictions in which Underwriter
believes the Shares may legally be sold. You agree to
indemnify and hold harmless Underwriter and/or the Funds from
and against any claim, liability, expense or loss, including
but not limited to, reasonable attorney's fees, in any way
arising out of a sale of Shares in any state or jurisdiction
in which such Shares are not so registered or qualified.

2.(a) You will receive a discount from the public offering price
("concession") on all Shares purchased by you from Underwriter
as indicated in a Fund's then current prospectus.

The public offering price may reflect scheduled variations in,
or the elimination of, the sales charge on the sales of the
Shares either generally to the public or in connection with
special purchase plans, described in the Fund's Prospectus and
related statement of additional information. You agree that
you will apply any scheduled variation in, or elimination of,
the sales charge uniformly to all offerees in the class
specified in the Fund's Prospectus. You agree that you will
not combine customer orders to reach breakpoints in
commissions for any purpose unless authorized by the
Prospectus of the Fund or by us in writing.

<PAGE> 16
(b) In all transactions in open accounts in which you are
designated as dealer of record, you will receive the
concessions as set forth in a Fund's Prospectus. You hereby
authorize Underwriter to act as your agent in connection with
all transactions in open accounts in which you are designated
as dealer of record. All designations as dealer of record and
all authorizations of Underwriter to act as your agent
pursuant thereto shall cease upon the termination of this
Agreement or upon the investor's instructions to transfer his
open account to another dealer of record.

(c) As consideration for your providing distribution and marketing
services in the promotion of the sale of Shares of the Funds
or classes thereof which have adopted distribution plans
pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), and for providing personal
services to and/or the maintenance of the accounts of, your
customers who invest in and own such Shares, the Underwriter
will pay you such fee, if any, as is described in the
applicable Prospectus and otherwise established by us from
time to time on Shares which are owned of record by your firm
as nominee for your customers or which are owned by those
customers of your firm whose records, as maintained by such
Fund or its agent, designate your firm as the customer's
dealer of record. Any fee payable hereunder shall be computed
and accrued daily and for each quarter shall be based on
average daily net asset value of the relevant Shares which
remain outstanding during such quarter. No such fee will be
paid to you with respect to Shares redeemed or repurchased by
such Fund within seven business days after the date of our
confirmation of such purchase. No such fee will be paid to you
with respect to any of your customers if the amount of such
fee based upon the value of such customer's Shares will be
less than $1.00. The current fee (subject to change by a Fund
and/or the Underwriter) is provided on Exhibit A attached
hereto and incorporated by reference herein.

The provisions of this subparagraph (c) may be terminated with
respect to any Fund or class of Shares thereof in accordance
with the provisions of Rule 12b-1 under the 1940 Act or the
rules of the NASD and thereafter no such fee will be paid to
you.

3. Concessions will be paid to you at the address of your
principal office, as indicated below in your acceptance of
this Agreement.

4. Underwriter reserves the right, without prejudicing any other
rights the Underwriter may have under applicable law, to
cancel this Agreement at any time without notice if any Shares
shall be offered for sale by you at less than the then current
public offering prices determined by or for the Funds.

2
<PAGE> 17
5. All orders are subject to acceptance or rejection by
Underwriter and/or the Fund in their sole discretion. The
Underwriter reserves the right, in its discretion, without
notice, to suspend sales or withdraw the offering of Shares
entirely.

6. You agree to place orders for Shares immediately upon the
receipt of, and in the same amount as, orders from your
customers. The Underwriter will not accept a conditional order
from you on any basis. On every sale before June 7, 1995,
payment shall be made to the Funds and shall be received by
its transfer agent within five (5) business days after the
acceptance of your order or such shorter time as may be
required by law. On every sale on or after June 7, 1995,
payment shall be made to the Funds and shall be received by
its transfer agent within three (3) business days after the
acceptance of your order or such shorter time as may be
required by law. With respect to all Shares ordered by you for
which payment has not been received, you hereby assign and
pledge to Underwriter all of your right, title and interest in
and to such Shares to secure payment therefor. You appoint
Underwriter as your attorney-in-fact to execute and deliver
all documents necessary to effectuate any of the transactions
described in this paragraph. If such payment is not received
within the required time period, Underwriter reserves the
right, without notice, and at its option, forthwith (i) to
cancel the sale, (ii) to sell the Shares ordered by you back
to the Fund or, (iii) to assign your payment obligation,
accompanied by all pledged Shares, to any person. You agree
that Underwriter may hold you responsible for any loss,
including loss of profit, suffered by the Funds, its transfer
agent or Underwriter, resulting from your failure to make
payment within the required time period.

7. In connection with sales and offers to sell Shares you will
furnish to each person to whom any such sale or offer is made,
a copy of one Prospectus and, if requested, the statement of
additional information at or prior to the time of offering or
sale. No person is authorized to make any representations
concerning Shares of the Funds except those contained in the
respective Prospectuses and in sales literature issued and
furnished by Underwriter supplemental to the Prospectuses.
Underwriter will furnish additional copies of the Prospectuses
and such sales literature and other releases and information
issued by Underwriter in reasonable quantities upon request.

8. Under this Agreement you act as principal and are not employed
by Underwriter as broker, agent or employee. You are not
authorized to act for Underwriter nor to make any
representation on its behalf, and in purchasing or selling
Shares hereunder you rely only upon the Prospectuses furnished
to you by Underwriter from time to time and upon

3
<PAGE> 18

such written representation as may hereafter be made by
Underwriter to you over its signature. Nothing herein shall
make you a partner with the Underwriter or render our
relationship an association. You are responsible for your own
conduct, for the employment, control and conduct of your
employees and agents, and for injury to such employees or
agents or to others through such employees or agents. You
assume full responsibility for your employees and agents under
applicable law and agree to pay all employer taxes relating
thereto.

9. You appoint the transfer agent for the Funds as your agent to
execute the purchase transactions of Shares in accordance with
the terms and provisions of any account, program, plan or
service established or used by your customers and to confirm
each purchase to your customers on your behalf, and you
guarantee the legal capacity of your customers so purchasing
such Shares and any co-owners of such Shares.

10. You will (i) maintain all records required by law relating to
transactions in the Shares, and, upon the request of
Underwriter, or the request of the Funds, promptly make such
of these records available to Underwriter or to the Funds as
are requested, and (ii) promptly notify Underwriter if you
experience any difficulty in maintaining the records required
in the foregoing clause in an accurate and complete manner. In
addition, you will establish appropriate procedures and
reporting forms and schedules, approved by Underwriter and by
the Funds, to enable the parties hereto and the Funds to
identify all accounts opened and maintained by your customers.

11. Each party hereto represents that it is presently, and at all
times during the term of this Agreement will be, a member in
good standing of the NASD, and agrees to abide by all its
Rules of Fair Practice including, but not limited to, the
following provisions:

(a) You shall not withhold placing customers' orders for any
Shares so as to profit yourself as a result of such
withholding. You shall not purchase any Shares from
Underwriter other than for investment except for the
purpose of covering purchase orders already received.

(b) Neither the Underwriter, as exclusive underwriter for the
Funds, nor you, as principal, shall purchase any Shares
from a record holder at a price lower than the net asset
value then quoted by or for the Funds. Nothing in this
subparagraph shall prevent you from selling Shares as
agent for the account of a record holder to Underwriter or
the Funds at the net asset value then currently quoted by
or for the Funds and charging the investor a fair
commission for handling the transaction.

4
<PAGE> 19
(c) You warrant on behalf of yourself and your registered
representatives and employees that any purchase of Shares
at net asset value by the same pursuant to the terms of
the Prospectus of the applicable Fund is for investment
purposes only and not for purposes of resale. Shares so
purchased may be resold only to the Fund which issued
them.

12. You agree that you will indemnify Underwriter, the Funds'
transfer agent, the Funds' administrator, and the Funds'
custodian and hold such persons harmless from and against any
claim, expense, liability or loss, including but not limited
to, reasonable attorney's fees, relating to the lawfulness of
your participation in this Agreement and the transactions
contemplated hereby or relating to any activities of any
persons or entities affiliated with you which are performed in
connection with the discharge of your responsibilities under
this Agreement. If any such claim, expense, liability or loss
is asserted, the indemnified parties shall have the right to
engage in their own defense, including the selection and
engagement of legal counsel of their choosing, and all costs
of such defense shall be borne by you.

13. This Agreement will automatically terminate in the event of
its assignment by you. As exclusive underwriter of the Shares,
the Underwriter will have full authority to take such action
as we may deem advisable in respect of all matters pertaining
to the distribution of such Shares. The Underwriter will not
be under any liability to you, except for lack of good faith,
and for obligations expressly assumed by the Underwriter in
this Agreement; provided, however, that nothing in this
sentence shall be deemed to relieve you or the Underwriter
from any liability imposed by the Securities Act of 1933, as
amended.

14. You agree that you will exercise your best efforts to find
purchasers for the Shares.

15. The Underwriter and each Fund reserve the right, in their
discretion upon notice to you, to amend or modify this
Agreement at any time, to change any sales charges,
commissions, concessions and other fees described in the
Prospectus, to suspend sales or withdraw the offering of
Shares of any Fund or class of Shares thereof entirely. You
agree that any order to purchase Shares placed by you, after
notice of any amendment to this Agreement has been sent to
you, will constitute your agreement to such amendment.

16. All communications to Underwriter should be sent to Roosevelt
& Cross, Incorporated, 20 Exchange Place, New York, NY 10005
or to such other address as Underwriter may designate in
writing. Any notice to you shall be duly given if mailed or
facsimiled to you at the address of your principal office, as
indicated below in your acceptance of this Agreement.

5
<PAGE> 20
17. This Agreement supersedes any other agreement with you
relating to the offer and sale of the Shares, and relative to
any other matter discussed herein.

18. This Agreement shall be binding (i) upon placing your first
order with Underwriter for the purchase of Shares, or (ii)
upon receipt by Underwriter at the address of Underwriter
specified in paragraph 16 above of a counterpart of this
Agreement duly accepted and signed by you, whichever shall
occur first. This Agreement shall be construed in accordance
with the laws of New York, without reference to its choice of
law rules.

19. The undersigned, executing this Agreement on behalf of the
dealer, hereby warrants and represents that he is duly
authorized to so execute this Agreement on behalf of the
dealer.

UNDERWRITER:

ROOSEVELT & CROSS, INCORPORATED

By:
-----------------------------
Its:
-----------------------------

ACCEPTED BY DEALER:

By:
------------------------------
Authorized Signature, Position

---------------------------------
Type or Print Name

6
<PAGE> 21

FIRM NAME
-----------------------
Type or Print

ADDRESS (Principal Office):

---------------------------------

PHONE:
---------------------------
DATE:
----------------------------

<PAGE> 1

MULTIPLE CLASS PLAN - THE BTB FUND

The Flex-Partners Trust (the "Trust") will offer two classes of shares
of The BTB Fund (the "Fund"): Class A Shares (with a sliding scale initial sales
charge as shown in the Fund's Prospectus) and Class C Shares (with a contingent
deferred sales charge ("CDSC") of 1.50% on shares redeemed within eighteen
months of purchase and 0.75% on shares redeemed more than eighteen months after
purchase and less than twenty-four months after purchase).

CLASS A SHARES. The maximum sales charge for Class A Shares of the Fund
is 4.00% of the offering price. The sales charge declines to 1.00% for purchases
of $1 million or more. For all Class A Shares, dividends and capital gains are
reinvested at net asset value. As provided in a plan adopted pursuant to Rule
12b-1 under the Investment Company Act (the "Rule 12b-1 Plan"), the Class A
Shares of the Fund pay the distributor of the shares of the Fund (the
"Distributor") distribution fees of .25% of average daily net assets per annum,
a portion of which the Distributor retains and the remainder of which is paid to
the broker-dealers selling the Class A Shares; and service fees of .25% of
average daily net assets per annum, 100% of which are allocated to National
Association of Securities Dealers ("NASD") member firms for continuous personal
service by such members to investors in the Fund.

CLASS C SHARES. The Class C Shares of the Fund are sold without the
imposition of an initial sales charge, but they are subject to a CDSC of 1.50%
of the net asset value of shares redeemed within eighteen months of purchase and
0.75% on shares redeemed more than eighteen months after purchase and less than
twenty-four months after purchase, which is payable to the Distributor. No CDSC
is imposed on Class C Shares redeemed thereafter, or on appreciation in value of
shares or shares acquired through

<PAGE> 2

reinvestment. Under the Rule 12b-1 Plan for Class C Shares, the Distributor is
paid a distribution fee of .75% per annum of average daily net assets of Class C
Shares and a service fee of .25% per annum of average daily net assets.
Broker-dealers selling Class C Shares are paid by the Distributor a portion of
the distribution fee and all of the service fee as shown in the Fund's
Prospectus. After a specified period, Class C Shares will convert to Class A
Shares as shown in the Fund's Prospectus.

As noted above, the Fund will offer Class A and C Shares. Furthermore,
each share of the Fund will represent an equal pro rata interest in the Fund,
regardless of class, and will be identical in all respects, except for: (1) the
amount and type of fees permitted by Rule 12b-1 distribution plans and the terms
of service agreements, if applicable; (2) voting rights on matters concerning
Rule 12b-1 Plans; (3) exchange privileges; (4) any expenses which the Board of
Trustees of the Trust (the "Board") determines should be allocated or charged on
a class basis ("Differential Expenses"), which are limited to (a) transfer
agency fees as identified by the transfer agent as attributable to a specific
class, (b) printing and postage expenses related to preparing and distributing
class specific material such as shareholder reports, prospectuses and proxies to
current shareholders, (c) Blue Sky and Securities and Exchange Commission (the
"Commission") registration fees incurred by a class of shares, (d) the expenses
of administrative personnel and services as required to support the shareholders
of a specific class, if any, (e) litigation or other legal expenses relating
solely to a specific class of shares, (f) trustees' fees incurred as a result of
issues relating to one class of shares and (g) other expenses that are
subsequently identified and determined to be properly allocated to one class of
shares which shall be approved by the Commission pursuant to an amended order;
(5) the designation of such classes; and (6) any conversion feature applicable
to a class of shares (sometimes (1), (2), (3), (4), (5), and (6) are referred
to herein as the "Class Dissimilarities"). Other than as noted above, the
classes would be identical in all respects.

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<PAGE> 3

Net Asset Value. All expenses incurred by the Fund will be allocated
among the various classes of shares based upon the net assets of the Fund
attributable to each class, except that shares of a particular class will bear
the Differential Expenses incurred by such class. Consequently, the net income
of, and the dividends payable with respect to, each particular class would
generally differ from the net income of, and the dividends payable with respect
to, the other classes of shares of the Fund. Therefore, the net asset value per
share of the classes will differ at times. Expenses of the Fund allocated to a
class of shares will be borne on a pro rata basis by each outstanding share of
that class.

Maintenance of Records. The Fund will maintain the records of
calculations of net asset value, dividend and distributions, expenses and
allocation of income and expenses in connection with the classes of shares of
the Fund for a period of not less than six years, the first two in an easily
accessible place. As provided herein, such calculations will be available for
inspection by the staff of the Commission during this period of time.

Rule 12b-1 Plans. As discussed above, payments from the Rule 12b-1
Plans for the Class A and C Shares will be used primarily to compensate the
Distributor for expenses it incurs in promoting and distributing shares of the
Fund. Such fees may be reallocated to broker-dealers for their distribution
efforts as described above.

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<PAGE> 4
The Distributor will furnish the Board with quarterly reports detailing
amounts expended by the Distributor (for the quarter and on a cumulative basis)
as sales commissions, related financing costs and, to the extent relevant, other
appropriate distribution expenses, including possible allocations of the
Distributor's general overhead costs (the "Statements"), to enable the Board to
fulfill their responsibilities pursuant to paragraph (d) of Rule 12b-1 under the
Investment Company Act, and to make findings required by paragraph (e) of Rule
12b-1. The Statements will also include service and distribution fees and CDSC
payments received by the Distributor (for the quarter and on a cumulative
basis). The Statements will comply with the requirements of paragraph (b)(3)(ii)
of Rule 12b-1.

In their analysis of the reasonableness of the advisory fees and the
Rule 12b-1 distribution fees under Section 36(b) of the Investment Company Act,
the Board, when considering adoption or continuation of the Rule 12b-1 Plans,
will be mindful of the fact that the advisory fee is borne in common by all
shares, but that each of the classes bears separate distribution fees.
Consequently, in connection with the Board's annual consideration of the
appropriateness of the continuation of such Plans, only distribution services
and expenditures attributable to the sale of a particular class of shares will
be presented to the Board to support the service and distribution fee charged to
the class. Given the fact that the method of allocating direct and indirect
distribution expenses is largely predetermined, the Trust does not believe that
any conflicts of interest will result from an investor owning one class of
shares rather than another.

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<PAGE> 5

executive or salesperson with the highest level of compensation. The prospectus
of the Fund will describe the services rendered and compensation paid under the
Rule 12b-1 Plans and the fees payable by the Fund. The prospectus will disclose
all material information concerning the different classes of shares in a manner
that would enable an investor to make an informed and comparative analysis of
the different classes of shares, and facilitate the making of an investment
decision that would be the most advantageous to a given investor.

Exchange Privileges. Class A Shares of the Fund will be exchangeable
only for Class A Shares of any other series fund of the Trust or shares of The
Flex-funds Money Market Fund, a single class money market fund managed by the
Adviser. Class C Shares will be exchangeable only for Class C Shares of any
other series fund of the Trust. The applicable exchange privileges will be in
compliance with Rule 11a-3 under the Investment Company Act and will be set
forth in the Fund's prospectus.

Conditions. Each of the following conditions are required by this Plan:

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<PAGE> 6

of a specific class; (vi) litigation or other legal expenses
relating solely to one class of shares; and (vii) Trustees' fees
incurred as a result of issues relating to one class of shares;
(d) the fact that the classes will vote separately with respect to
the Fund's Rule 12b-1 distribution plan, and if applicable, any
shareholder servicing plan, except as provided in condition 12
below; (e) different exchange privileges; and (f) any conversion
feature applicable to a class of shares. Any additional
incremental expenses not specifically identified above that are
subsequently identified and determined to be properly allocated to
one class of shares shall not be so allocated until approved by
the Commission.

2. The initial determination of the Differential Expenses that will
be allocated to a particular class and any subsequent changes
thereto will be reviewed and approved by a vote of Trustees,
including a majority of the independent Trustees. Any person
authorized to direct the allocation and disposition of monies paid
or payable by the Trust to meet Differential Expenses shall
provide to the Trustees, and the Board shall review, at least
quarterly, a written report of the amounts so expended and the
purpose for which the expenditures were made.

3. On an ongoing basis, the Trustees, pursuant to their fiduciary
responsibilities under the Investment Company Act and otherwise,
will monitor each Fund for the existence of any material conflicts
among the interests of the various classes of shares. The
Trustees, including a majority of the independent Trustees, will
take such action as is reasonably necessary to eliminate any
conflicts that may develop. The Adviser and the Distributor will
be responsible for reporting any potential or existing conflicts
to the Trustees. If a conflict arises, the Adviser and the
Distributor at their own costs will remedy

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<PAGE> 7

the conflict up to and including establishing a new registered
management investment company.

4. The Trustees will receive quarterly and annual Statements
concerning distribution and shareholder servicing expenditures
complying with paragraph (b)(3)(ii) of Rule 12b-1, as it may be
amended from time to time. In the Statements, only expenditures
properly attributable to the sale or servicing of one class of
shares will be used to support any distribution or servicing fee
charged to shareholders of that class of shares. Expenditures not
related to the sale or servicing of a specific class of shares
will not be presented to the Trustees to justify any fees charged
to that class of shares. The Statements, including the allocations
upon which they are based, will be subject to the review and
approval of the independent trustees in the exercise of their
fiduciary duties.

5. Dividends paid by the Fund with respect to each class of shares,
to the extent any dividends are paid, will be calculated in the
same manner, at the same time, on the same day and will be in the
same amount, except that each particular Class will bear
exclusively its own Differential Expenses and costs and
distribution fees associated with any Rule 12b-1 plan relating to
a particular class.

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<PAGE> 8

6. The Trust, Adviser and Distributor have adequate facilities in
place to ensure implementation of the methodology and procedures
for calculating the net asset value and dividends and
distributions of the various classes of shares and the proper
allocation of expenses among the classes of shares.

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<PAGE> 9

7. The prospectus of the Fund will include a statement to the effect
that a salesperson and any other person entitled to receive any
compensation for selling or servicing Fund shares may receive
different compensation with respect to one particular class of
shares over another in the Fund.

8. The Distributor will adopt compliance standards as to when shares
of a particular class may appropriately be sold to particular
investors. The Trust, Adviser and Distributor will require all
persons selling shares of the Fund to agree to conform to these
standards.

9. A Fund will disclose the respective expenses and performance data
applicable to each class of shares in every shareholder report.
The shareholder reports will contain, in the statement of assets
and liabilities and statement of operations, information related
to the Fund as a whole generally and not on a per class basis. A
Fund's per share data, however, will be prepared on a per class
basis with respect to the classes of shares of the Fund. The
information provided by the Trust, Adviser and Distributor for
publication in any newspaper or similar listing of the

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<PAGE> 10

Fund's net asset values and public offering prices will present
each class of shares separately.

10. Any class of shares with a conversion feature ("Purchase Class")
will convert into another class of shares ("Target Class") on the
basis of the relative net asset values of the two classes, without
the imposition of any sales load, fee, or other charge. The
expenses, including payments authorized under a Rule 12b-1 plan,
of the Target Class shall not be higher than the expenses,
including payments authorized under a Rule 12b-1 plan, for the
Purchase Class.

11. If the amount of expenses, including payments authorized under a
Rule 12b-1 plan, for the Target Class is increased materially
without approval of the shareholders of the Purchase Class,
existing Purchase Class shares will stop converting into Target
Class shares. The Trustees shall take such action as is necessary
to ensure that existing Purchase Class shares are exchanged or
converted into a new class of shares ("New Target Class"),
identical in all material respects to Target Class as it existed
prior to implementation of the proposal, no later than the date
such shares previously were scheduled to convert into Target
Class. If deemed advisable by the Trustees to implement the
foregoing, such action may include the exchange of all existing
Purchase Class shares for a new class ("New Purchase Class"),
identical to existing Purchase Class shares in all material
respects except that New Purchase Class will convert into New
Target Class shares. Exchanges or conversions described in this
condition shall

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<PAGE> 11

be effected in a manner that the Trustees reasonably believe will
not be subject to federal taxation. In accordance with condition
3, any additional cost associated with the creation, exchange, or
conversion of New Target Class shares or New Purchase Class shares
shall be borne solely by the Adviser and the Distributor. Purchase
Class shares sold after the implementation of the proposal may
convert into Target Class shares subject to the higher maximum
payment, provided that the material features of the Target Class
plan and the relationship of such plan to the Purchase Class
shares are disclosed in an effective registration statement.

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<PAGE> 12

MULTIPLE CLASS PLAN - THE TAA FUND

The Flex-Partners Trust (the "Trust") will offer two classes of shares
of The TAA Fund (the "Fund"): Class A Shares (with a sliding scale initial sales
charge as shown in the Fund's Prospectus) and Class C Shares (with a contingent
deferred sales charge ("CDSC") of 1.50% on shares redeemed within eighteen
months of purchase and 0.75% on shares redeemed more than eighteen months after
purchase and less than twenty-four months after purchase).

<PAGE> 13

As noted above, the Fund will offer Class A and C Shares. Furthermore,
each share of the Fund will represent an equal pro rata interest in the Fund,
regardless of class, and will be identical in all respects, except for: (1) the
amount and type of fees permitted by Rule 12b-1 distribution plans and the terms
of service agreements, if applicable; (2) voting rights on matters concerning
Rule 12b-1 Plans; (3) exchange privileges; (4) any expenses which the Board of
Trustees of the Trust (the "Board") determines should be allocated or charged on
a class basis ("Differential Expenses"), which are limited to (a) transfer
agency fees as identified by the transfer agent as attributable to a specific
class, (b) printing and postage expenses related to preparing and distributing
class specific material such as shareholder reports, prospectuses and proxies to
current shareholders, (c) Blue Sky and Securities and Exchange Commission (the
"Commission") registration fees incurred by a class of shares, (d) the expenses
of administrative personnel and services as required to support the shareholders
of a specific class, if any, (e) litigation or other legal expenses relating
solely to a specific class of shares, (f) trustees' fees incurred as a result of
issues relating to one class of shares and (g) other expenses that are
subsequently identified and determined to be properly allocated to one class of
shares which shall be approved by the Commission pursuant to an amended order;
(5) the designation of such classes; and (6) any conversion feature
applicable to a class of shares (sometimes (1), (2), (3), (4), (5) and (6) are
referred to herein as the "Class Dissimilarities"). Other than as noted above,
the classes would be identical in all respects.

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<PAGE> 14

The Distributor will furnish the Board with quarterly reports detailing
amounts expended by the Distributor (for the quarter and on a cumulative basis)
as sales commissions, related financing costs and, to the extent relevant,
other appropriate distribution expenses, including possible allocations of the
Distributor's general overhead costs (the "Statements"), to enable the Board to
fulfill their responsibilities pursuant to paragraph (d) of Rule 12b-1 under
the Investment Company Act, and to make findings required by paragraph (e) of
Rule 12b-1. The Statements will also include service and distribution fees and
CDSC payments received by the Distributor (for the quarter and on a

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<PAGE> 15
cumulative basis). The Statements will comply with the requirements of
paragraph (b)(3)(ii) of Rule 12b-1.

Account executives or sales personnel selling shares of the Fund will
be compensated differently for selling different classes of shares. Because the
amount of compensation an account executive or salesperson receives will vary
from case to case depending on breakpoints, the length of time that client
accounts are maintained, and other factors, the Trust, R. Meeder & Associates,
Inc. (the "Adviser") and the Distributor believe that it is not possible to
generalize as to which class will provide the account executive or salesperson
with the highest level of compensation. The Prospectus of the Fund will describe
the services rendered and compensation paid under the Rule 12b-1 Plans and the
fees payable by the Fund. The Prospectus will disclose all material information
concerning the different classes of shares in a manner that would enable an
investor to make an informed and comparative analysis of the different classes
of shares, and facilitate the making of an investment decision that would be the
most advantageous to a given investor.

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<PAGE> 16

Conditions. Each of the following conditions are required by this Plan:

1. Each class of shares will represent interests in the same
portfolio of investments of the Fund and be identical in all
respects, except as set forth below. The only differences among
the various classes of shares of the Fund will relate solely to:
(a) the designation of each class of shares of the Fund; (b)
expenses assessed to a class as a result of a rule 12b-1 plan
providing for a distribution fee or a service fee; (c) different
Differential Expenses for each class of shares, which are limited
to: (i) transfer agency fees as identified by the transfer agent
as being attributable to a specific class; (ii) printing and
postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to current
shareholders; (iii) Blue Sky registration fees incurred by a class
of shares; (iv) Commission registration fees incurred by a class
of shares; (v) the expenses of administrative personnel and
services as required to support the shareholders of a specific
class; (vi) litigation or other legal expenses relating solely to
one class of shares; and (vii) Trustees' fees incurred as a result
of issues relating to one class of shares; (d) the fact that the
classes will vote separately with respect to the Fund's Rule 12b-1
distribution plan, and if applicable, any shareholder servicing
plan, except as provided in condition 11 below; (e) different
exchange privileges; and (f) any conversion feature applicable to
a class of shares. Any additional incremental expenses not
specifically

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<PAGE> 17

identified above that are subsequently identified and determined
to be properly allocated to one class of shares shall not be so
allocated until approved by the Commission.

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<PAGE> 18

sale or servicing of a specific class of shares will not be
presented to the Trustees to justify any fees charged to that
class of shares. The Statements, including the allocations upon
which they are based, will be subject to the review and approval
of the independent trustees in the exercise of their fiduciary
duties.

9. A Fund will disclose

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<PAGE> 19

the respective expenses and performance data applicable to each
class of shares in every shareholder report. The shareholder
reports will contain, in the statement of assets and liabilities
and statement of operations, information related to the Fund as a
whole generally and not on a per class basis. A Fund's per share
data, however, will be prepared on a per class basis with respect
to the classes of shares of the Fund. The information provided by
the Trust, Adviser and Distributor for publication in any
newspaper or similar listing of the Fund's net asset values and
public offering prices will present each class of shares
separately.

10. Any class of shares with a conversion feature ("Purchase Class")
will convert into another class of shares ("Target Class") on the
basis of the relative net asset values of the two classes, without
the imposition of any sales load, fee, or other charge. The
expenses, including payments authorized under a Rule 12b-1 plan,
of the Target Class shall, not be higher than the expenses,
including payments authorized under a Rule 12b-1 plan, for the
Purchase Class.

11. If the amount of expenses, including payments authorized under a
Rule 12b-1 plan, for the Target Class is increased materially
without approval of then shareholders of the Purchase Class,
existing Purchase Class

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<PAGE> 20

shares will stop converting into Target Class shares. The
Trustees shall take such action as is necessary to ensure that
existing Purchase Class shares are exchanged or converted into a
new class of shares ("New Target Class"), identical in all
material respects to Target Class as it existed prior to
implementation of the proposal, no later than the date such
shares previously were scheduled to convert into Target Class. If
deemed advisable by the Trustees to implement the foregoing, such
action may include the exchange of all existing Purchase Class
shares for a new class ("New Purchase Class"), identical to
existing Purchase Class shares in all material respects except
that New Purchase Class will convert into New Target Class
shares. Exchanges or conversions described in this condition
shall be effected in a manner that the Trustees reasonably
believe will not be subject to federal taxation. In accordance
with condition 3, any additional cost associated with the
creation, exchange, or conversion of New Target Class shares or
New Purchase Class shares shall be borne solely by the Adviser
and the Distributor. Purchase Class shares sold after the
implementation of the proposal may convert into Target Class
shares subject to the higher maximum payment, provided that the
material features of the Target Class plan and the relationship
of such plan to the Purchase Class shares are disclosed in an
effective registration statement.