FLEX PARTNERS/, 485APOS, 1997-03-13

FLEX PARTNERS/
485APOS, 1997-03-13

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 13

THE FLEX-PARTNERS
(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

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).

/ / 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).

/ XXX / 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 31,1996 was filed with the Commission on
February 19, 1997.

The Growth Stock Portfolio has also executed this Registration Statement.

<PAGE>

THE FLEX-PARTNERS CORE EQUITY FUND
CROSS REFERENCE SHEET TO FORM N-1A

PART A.

ITEM A. PROSPECTUS CAPTION

1 Cover Page

2 Highlights
Synopsis of Financial Information

3 Not Applicable

4 The Trust and its Management
Investment Objective and Policies
Additional Investment 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) Highlights
How To Buy Shares
7(e) How To Buy Shares
7(f) Distribution Plans
7(g) Highlights
Synopsis of Financial Information
How to Buy Shares

<PAGE>

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

9 Not Applicable

<PAGE>

PROSPECTUS
_____________, 1997

THE FLEX-PARTNERS
THE CORE EQUITY FUND
6000 Memorial Drive
Dublin, OH 43017
614-766-7000

THE FLEX-PARTNERS ARE A FAMILY OF MUTUAL FUNDS ORGANIZED AS A
BUSINESS TRUST (THE "TRUST"). THE CORE EQUITY FUND (THE "FUND"), A SERIES OF
THE TRUST, IS A MULTI-MANAGED, DIVERSIFIED OPEN-END INVESTMENT MANAGEMENT
COMPANY KNOWN AS A MUTUAL FUND. THE FUND SEEKS CAPITAL GROWTH BY INVESTING
PRIMARILY IN A DIVERSIFIED PORTFOLIO OF DOMESTIC COMMON STOCKS WITH GREATER
THAN AVERAGE GROWTH CHARACTERISTICS SELECTED PRIMARILY FROM THE STANDARD &
POOR'S 500 COMPOSITE STOCK PRICE INDEX (THE "S&P 500"). THE TRUST SEEKS TO
ACHIEVE THE INVESTMENT OBJECTIVE OF THE FUND BY INVESTING ALL OF THE
INVESTABLE ASSETS OF THE FUND IN THE GROWTH STOCK PORTFOLIO (THE "PORTFOLIO"),
A CORRESPONDING OPEN-END MANAGEMENT INVESTMENT COMPANY HAVING THE SAME
INVESTMENT OBJECTIVE AS THE FUND.

R. Meeder & Associates, Inc. is the investment adviser of the
Portfolio and Sector Capital Management , L.L.C. (the "Subadviser") is the
investment subadviser of the Portfolio. Sub-subadvisers, selected by the
Subadviser, subject to the review and approval of the Trustees of the
Portfolio, are responsible for the selection of individual portfolio
securities for the assets of the Portfolio assigned to them by the Subadviser.

ADDITIONAL INFORMATION

This Prospectus sets forth basic information about the Trust and the
Fund that a prospective investor should know before investing and it should be
retained for future reference. A STATEMENT OF ADDITIONAL INFORMATION, dated
________, 1997, 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 Fund at the
address given above or by calling: 1-800-494-FLEX, or (614) 766-7074.

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

<PAGE>

TABLE OF CONTENTS

Highlights 2
Synopsis of Financial Information 3
Investment Objective and Policies 5
Additional Investment Policies 7
The Trust and Its Management 11
Portfolio Transaction Policies 18
Distribution Plans 18
Income Dividends and Taxes 20
How Net Asset Value is Determined 21
Performance Information and Reports 22
Other Information 22
SHAREHOLDER MANUAL

How to Buy Shares 24
How to Make Withdrawals 29
Exchange Privilege 29
Retirement Plans 30
Other Shareholder Services 30
Shareholder Accounts 31

<PAGE>

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

INVESTMENT OBJECTIVE: The Core Equity Fund seeks capital growth by investing
primarily in a diversified portfolio of domestic common stocks with greater
than average growth characteristics selected primarily from the S & P 500. The
Trust seeks to achieve the Fund's objective by investing all of the investable
assets of the Fund in the Growth Stock Portfolio, a corresponding open-end
management investment company (the "Portfolio") having the same investment
objective as the Fund. See "Investment Objectives and Policies."

LIQUIDITY: The Fund is an open-end management investment company that
continuously offers and redeems shares of beneficial interest at the next
determined net asset value per share. See "How to Buy Shares" and "How to Make
Withdrawals (Redemptions)."

SALES CHARGES: Investors in the 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),
Simple IRA, and a number of other special shareholder services.

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. The 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 his account to $1,000 ($500 for an IRA). See "How to Buy Shares,
"Other Shareholder Services" and "Shareholder Accounts."

INVESTMENT ADVISER AND SUBADVISERS: R. Meeder & Associates, Inc. is the
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.

<PAGE>

Sector Capital Management, L.L.C. (the "Subadviser") is the Portfolio's
subadviser. The Subadviser has been an investment adviser to individuals,
pension and profit sharing plans, trusts, charitable organizations,
corporations and other institutions since February, 1995.

Sub-subadvisers (the "Sector Advisers") selected by the Subadviser, subject to
the review and approval of the Trustees of the Portfolio, are responsible for
the selection of individual portfolio securities for the assets of the Portfolio
assigned to them by the Subadviser. See "The Trust and Its Management."

DISTRIBUTION PLANS: The Fund has adopted Rule 12b-1 distribution plans 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. The 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."

RISK FACTORS: As in any common stock fund, stock values may fluctuate in
response to the activities of an individual company or in response to general
market and/or economic conditions. Smaller or newer issuers are more likely to
realize more substantial growth as well as suffer more significant losses than
larger more established issuers. Investments in such companies can be both
more volatile and more speculative. See "Additional Investment Policies - Risk
Factors." The Portfolio may use various investment techniques to hedge the
Portfolio's risks, including futures contracts and options. Special risk
factors may apply to those investments. See "Additional Investment Policies -
Hedging Strategies and Option Strategies."

SHAREHOLDER INQUIRIES: Shareholder inquiries should be directed to the Fund by
writing or telephoning the Fund 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.

- ------------------------------------------------------------------------------
SYNOPSIS OF FINANCIAL INFORMATION6
- ------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS C

Maximum Sales Load Imposed
on Purchases ......................................................... 4.00%1 none
Maximum Deferred Sales Load2 .................................................. none 1.50%
Maximum Sales Load Imposed on
Reinvested Dividends ........................................................ none none
Redemption Fee ................................................................ none none
Exchange Fee .................................................................. none none

ANNUAL FUND OPERATING EXPENSES**
(As a percentage of average net assets)
Management Fees ............................................................. 1.00% 1.00%
Rule 12b-1 Fees3 ............................................................ 0.25% 0.75%
Other Expenses (After Expense
Reimbursements or Fee Waivers*) ........................................ 0.50% 0.50%
Service Fees4 ............................................................... 0.25% 0.25%
------ ------
TOTAL FUND OPERATING EXPENSES** 2.00% 2.25%
(After Expense Reimbursements or Fee Waivers*)

CUMULATIVE EXPENSES
PAID FOR THE PERIOD OF:

EXAMPLE: 1 YEAR 3 YEARS

An investor would pay the following expense on a $1,000 investment, assuming
(1) an operating expense ratio of 2.00% for Class A Shares and 2.25% for Class
C Shares, (2) a 5% annual return throughout the period and (3) redemption at
the end of each time period:

Class A Shares ................................................................ $ 20 $ 63
Class C Shares ................................................................ $ 38 $ 85
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 ................................................................ $ 20 $ 63
Class C Shares ................................................................ $ 23 $ 70

<FN>
*The Manager presently intends to reimburse the Fund through an expense
reimbursement to the extent necessary to keep total expenses at 2.00% of
average daily net assets for Class A Shares and 2.25% of average daily net
assets for Class C shares. 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 expense reimbursements will not be made.

Expenses used in the illustration are based on estimated expenses for the Fund
and on the Fund's proportionate share of estimated expenses of the Portfolio,
for the current fiscal year.

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

2 A deferred sales charge on Class C shares applies only if redemption occurs
within twenty-four months from purchase. See "How to Buy Shres."

3 The National Association of Securities Dealers, Inc. ("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").

4 The Service Fee pertains to Class A Shares and Class C Shares, 100% of which
is allocated to NASD member firms for continuous personal service by such
members to investors in Class A Shares and Class C Shares of the Fund, such as
responding to shareholder inquiries, quoting net asset values, providing
current marketing material and attending to other shareholder matters.
</FN>
</TABLE>

The expense table is meant to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. The Fund does not impose an exchange fee or redemption fee. For
more complete descriptions of the various costs and expenses of the Fund 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 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 Portfolio, see "The Trust
and Its Management" herein and "Investment Adviser and Manager" in the
Statement of Additional Information.

<PAGE>

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

The Board of Trustees of the Trust believes 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. For additional
information concerning expenses incurred by the Fund and the Portfolio, see
"The Trust and Its Management" herein, and "Investment Adviser and Manager",
"Investment Subadviser" and "Investment Sub-subadvisers" in the Statement of
Additional Information.

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

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

The Core Equity Fund and the Growth Stock Portfolio have their own
separate but identical investment objectives and policies, as set forth below.
These investment objectives and policies are not fundamental and may be
changed by the Trustees of the Trust and the Portfolio without approval of the
Fund's shareholders or the Portfolio's investors, except as otherwise provided
herein. No such change would be made without 30 days prior written notice to
shareholders. The Trust seeks to achieve the Fund's investment objective by
investing all of its investable assets in the Portfolio. For more information
concerning the investment structure of the Fund and the Portfolio, see "Other
Information--Investment Structure." Since the investment characteristics of
the Fund will correspond directly to those of the Portfolio, the following is
a discussion of the various investments of and techniques employed by the
Portfolio. Additional information about the investment policies of the
Portfolio appears in the Statement of Additional Information. There can be no
assurance that the investment objectives of the Fund and the Portfolio will be
achieved.

The Portfolio seeks capital growth by investing primarily in a
diversified portfolio of domestic common stocks with greater than average
growth characteristics selected primarily from the Standard & Poor's 500
Composite Stock Price Index (the "S & P 500"). Current income will not be a
primary objective. Under normal circumstances, (i) at least 80% of the
Portfolio's total assets will be invested in domestic common stocks and (ii)
at least 65% of the Portfolio's total assets will be invested in growth
stocks.

<PAGE>

Common stocks are selected for the Portfolio from all domestic
publicly traded common stocks; however, at least 70% of the assets of the
Portfolio invested in common stocks will be invested in common stocks which
are included in the S & P 500.

The Portfolio consists of investment portfolios representing each of
the industry sectors (identified by the Subadviser) comprising the S & P 500.
The assets of the Portfolio will be allocated to each of these industry
sectors in approximately the same proportion as these industry sectors are
represented in the S & P 500 on a market capitalization-weighted basis. The
Subadviser continuously reviews the representation of the industry sectors in
the S & P 500 and continuously categorizes domestic publicly traded common
stocks into a specific industry sector.

The total market value of the common stocks in each industry sector
of the S & P 500 is compared by the Subadviser to the total market value of
all common stocks in the S & P 500 to determine each industry sector's
weighting in the S & P 500. If the weighting of any industry sector in the
Portfolio varies from the weighting on a market-capitalization basis of that
industry sector in the S & P 500 at the end of any month, the amount of assets
in the Portfolio allocated to that industry sector will be reallocated by the
Subadviser. The Subadviser may make a reallocation more frequently than
monthly if it chooses to do so in its sole discretion. Reallocations may
result in additional transaction costs to the extent that sales of securities
as part of such reallocations result in higher portfolio turnover.

Except as otherwise provided below, the assets of the Portfolio
representing each of these industry sectors are managed on a discretionary
basis by one or more separate investment advisers (the "Sector Advisers")
selected by the Subadviser, subject to the review and approval of the Board of
Trustees of the Portfolio.

Assets of the Portfolio representing each of the industry sectors are
managed by one or more Sector Advisers, except (i) the assets of the Portfolio
representing the health sector will be managed and "indexed" by the Subadviser
until it selects one or more Sector Advisers, subject to the review and
approval of the Portfolio Trustees, to manage the assets of the Portfolio
representing the health sector and (ii) in the event a proposed
Sub-subadvisory Agreement is terminated leaving no Sector Adviser to manage
the assets of the Portfolio representing an industry sector, the Subadviser
will, upon termination and until a new Sector Adviser were selected, manage
and "index" the assets of the Portfolio representing the applicable industry
sector by selling any stocks representing the industry sector that are not
included in the S&P 500 and investing the assets comprising the industry
sector in S&P 500 stocks identified by the Subadviser as belonging to that
industry sector in the same proportion as those stocks are represented in the
S&P 500 on a market capitalization-weighted basis.

Each Sector Adviser is limited to the list of companies identified by
the Subadviser which represents the Sector Adviser's specific industry sector.
Each Sector Adviser then selects those common stocks which, in its opinion,
best represent the industry sector the Sector Adviser has been assigned. In
selecting securities for the Portfolio, the Sector Advisers evaluate factors
believed to be favorable to long term growth of capital including specific
financial characteristics of the issuer such as historical earnings growth,
sales growth, profitability and return on equity. The Sector Advisers also

<PAGE>

analyze the issuer's position within its industry sector as well as the
quality and experience of the issuer's management.

Up to 20% of the Portfolio's assets may be invested in temporary
investments such as money market instruments, obligations issued or guaranteed
by the U.S. Government, its agencies and instrumentalities, and repurchase
agreements. See "Additional Investment Policies - Money Market Instruments and
Bonds." The Portfolio may purchase stock index futures contracts and related
options. See "Additional Investment Policies - Hedging Strategies and Option
Strategies." Up to 5% of the total assets of the Portfolio may be invested in
American Depositary Receipts.

As a fundamental policy, the Portfolio may not own more than 10% of
the outstanding voting shares of any issuer and with respect to 75% of the
total assets of the Portfolio, the Portfolio will not purchase a security of
any issuer (other than cash items and U.S. Government Securities, as defined
in the Investment Company Act of 1940) if such purchase would cause the
Portfolio's holdings of that issuer to amount to more than 5% of the
Portfolio's total assets.

See the Fund's Statement of Additional Information for other details.

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

MONEY MARKET INSTRUMENTS AND BONDS

When investing in money market instruments or bonds, the Portfolio
will limit its purchases to the following securities:

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

o Bank Obligations and Instruments Secured Thereby.

o 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.

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

o High Grade Corporate Obligations -- obligations rated at least A by
Standard & Poor's or Moody's.

o Repurchase Agreements Pertaining to the Above -- The Portfolio may invest 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,

<PAGE>

but could be longer. The Portfolio will not 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

The Portfolio may engage in hedging transactions in carrying out its
investment policies. A hedging program may be implemented for the following
reasons: (1) To gain equity market exposure for unallocated and uninvested
cash balances of the Portfolio; (2) To protect the value of specific
securities owned or intended to be purchased while the Investment Adviser,
Subadviser or a Sector Adviser is implementing a change in the Portfolio's
investment position; (3) To protect portfolio values during periods of
extraordinary risk without incurring transaction costs associated with buying
or selling actual securities; and (4) To utilize the "designated hedge"
provisions of Subchapter M of the Internal Revenue Code as a permitted means
of avoiding taxes that 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.

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 the Portfolio to implement its 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.

The 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 the Portfolio, securities
which it intends to purchase, or to gain market exposure for unallocated and
uninvested cash balances. The Portfolio will only enter in such transactions
when they are economically appropriate to meeting portfolio investment
objectives and 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 a mutual fund,
such as the Portfolio. All futures transactions for the 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 the 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, the 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

<PAGE>

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 the 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.

The 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 Portfolio expects 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 guarantee that the Portfolio will be able to realize
this objective and, as noted below under "Risk Factors", there are some risks
in utilizing a hedging strategy.

OPTION STRATEGIES

The Portfolio may write (sell) covered call options. The purpose of
such transactions is to: (1) hedge against changes in the market value of
specific securities held by the Portfolio; and/or (2) generate incremental
income by capturing the proceeds of options sold.

The Portfolio may write (sell) call options, but only if such options
are covered and remain covered as long as the Portfolio is obligated as a
writer of the option (seller). A call option is "covered" if the Portfolio
owns the underlying security covered by the call. If a "covered" call option
expires un-exercised, the writer realizes a gain in the amount of the premium
received. If the covered call option is exercised, the writer realizes either
a gain or a loss from the sale of the underlying security with the proceeds to
the writer being increased by the amount of the premium. Prior to its
expiration, a call option may be closed out by means of a purchase of an
identical option. Any gain or loss from such transaction will depend on
whether the amount paid is more or less than the premium received for the
option plus related transaction costs.

RISK FACTORS

The Portfolio will be invested in securities which fluctuate in
market value, so net asset value per share will fluctuate as well. When the
Portfolio is invested in smaller capitalization issues, it could be subject to
wider price fluctuations than the stock market as measured by popular market
indices.

There is no guarantee that a shareholder will receive the full amount
of his investment upon the redemption of shares. The Portfolio does, however,
seek to minimize the risk of loss through diversification and, at times, the
use of hedging techniques. Hedging involves risks which are not present in
some other mutual funds with similar objectives (See "Hedging Strategies.")

<PAGE>

Options are subject to certain risks, including the risk of imperfect
correlation between the option and the security underlying the option contract
and the risk that there may not be a liquid secondary market for the option
when the Portfolio seeks to repurchase a call option. Entering into a covered
call writing transaction can also limit the appreciation potential of the
Portfolio.

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. There may not be
a liquid market for futures positions when the Portfolio seeks to remove a
hedge transaction. The liquidity of both options and futures contracts may
also be affected if options and futures exchanges impose trading halts,
particularly when markets are volatile.

The Portfolio may invest in repurchase agreements with banks and
securities brokers, and in private placement commercial paper.

All repurchase agreements entered into by the 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 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.

The use of multiple Sector Advisers or the replacement of a Sector
Adviser may increase the Portfolio's portfolio turnover rate, realizations of
gains or losses, and brokerage commissions. High portfolio turnover may
involve correspondingly greater brokerage commissions and transaction costs,
which will be borne by the Portfolio and may result in increased short-term
capital gains which, when distributed to shareholders, are treated as ordinary
income. See "Income Dividends and Taxes."

PORTFOLIO TURNOVER

Although it is not possible to predict future portfolio turnover
rates accurately, and such rates may vary greatly from year to year, the
Subadviser anticipates that the annual portfolio turnover rate for the
Portfolio will not exceed 60%. See "Portfolio Transaction Policies."

<PAGE>

The Portfolio intends to comply with the short-term trading
restrictions of Subchapter M of the Internal Revenue Code of 1986, although
these restrictions could inhibit a rapid change in the Portfolio's
investments.

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

The Trust is an open-end management investment company organized as a
Massachusetts Business Trust on June 22, 1992. The Trust presently has four
series funds, including the Fund. 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.

Neither the Trust nor the Fund has an investment adviser because the
Trust seeks to achieve the investment objective of the Fund by investing its
assets in the Portfolio. The Portfolio has retained the services of
R. Meeder & Associates, Inc. as investment adviser.

MANAGER

R. Meeder & Associates, Inc. (the "Manager"), has been an investment
adviser to individuals and retirement plans since 1974. The Manager served as
the investment adviser to the Portfolio and its predecessor from 1985 until
December 31, 1996, at which time the Subadviser and the Sector Advisers
commenced managing the Portfolio. The Manager serves the Portfolio pursuant to
an Investment Advisory Contract under the terms of which it has agreed to
provide an investment program within the limitations of the 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 the Portfolio's custodian, transfer agent, independent accountants
and legal counsel. The Manager invests the Portfolio's liquidity reserves and
may invest the Portfolio's financial futures contracts and related options.
See "Additional Investment Policies-Hedging Strategies and Option Strategies."

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 six subsidiaries which are the Manager;
Mutual Funds Service Co., the Trust's transfer agent; Adviser Dealer Services,
Inc., the Fund's distributor (the "Distributor"); 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.

Philip A. Voelker is primarily responsible for managing the liquidity
reserve of the Portfolio and managing the futures contracts and related
options of the Portfolio on behalf of the Manager. Mr. Voelker is a Vice
President and Trustee of each of the Trust, the Portfolio and The Flex-funds
and Senior Vice President of the Manager. Mr. Voelker has been associated
with the Manager since 1975.

<PAGE>

All compensation to the Manager will be shared by the Subadviser and
the Manager out of the Manager's fee from the Portfolio in accordance with a
formula such that the Manager will receive 70% and the Subadviser 30% of the
fee payable with respect to the net assets of the Portfolio on December 31,
1996 (the effectiveness of the subadvisory arrangement); then the Manager will
receive 30% and the Subadviser 70% of the fee attributable to any additional
net assets of the Portfolio up to an amount of net assets equal to the net
assets on such date; then the Manager and the Subadviser will share equally
the fee attributable to any additional net assets of the Portfolio up to $50
million of net assets. With respect to net assets of more than $50 million and
less than $100 million, the applicable fee of 0.75% will be shared such that
the Manager will receive 0.35% and the Subadviser 0.40%. For net assets of
$100 million and more, the applicable 0.60% fee would be shared such that the
Manager would receive 0.25% and Subadviser 0.35%.

Accounting, stock transfer, dividend disbursing, and shareholder
services are provided to the Portfolio and the Fund 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 in the
Portfolio is $7,500. Subject to the applicable minimum fee, the fee 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. In addition, the Fund incurs (subject to a
$4,000 annual minimum fee) an annual fee of the greater of $15 per shareholder
account or 0.10% of the Fund's average net assets, payable monthly, for stock
transfer, dividend disbursing and shareholder support services. Mutual Funds
Service Co. also serves as Administrator to the Fund. 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 .05% of the Fund's average net assets. These fees are
reviewed annually by the Trustees of the Trust and the Portfolio. For the year
ended December 31, 1996, total payments to Mutual Funds Service Co. amounted
to $30,867 for the Portfolio.

A broker-dealer may use a portion of the commissions paid by the
Portfolio to reduce the Portfolio or the Fund's expenses. The Manager,
Subadviser and Sector Advisers may take into account sales of shares of the
Fund and other funds advised by them in selecting broker-dealers to effect
portfolio transactions on behalf of the Portfolio.

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

<PAGE>

SUBADVISER

Sector Capital Management, L.L.C. (the "Subadviser"), 5350 Poplar
Avenue, Suite 490, Memphis, Tennessee 38119, serves as the Portfolio's
subadviser under an Investment Subadvisory Agreement among the Portfolio, the
Manager and the Subadviser. The Subadviser furnishes investment advisory
services in connection with the management of the Portfolio.

The Subadviser is a Georgia limited liability company that has been a
registered investment adviser to individuals, pension and profit sharing
plans, trusts, charitable organizations, corporations and other institutions
since February, 1995. As of December 31, 1996, the Subadviser held
discretionary investment authority over approximately $___ million of assets.
The Subadviser is controlled by William L. Gurner and John K. Donaldson. Mr.
Gurner is primarily responsible for the day-to-day management of the Portfolio
through interaction with each of the Sector Advisers. Mr. Gurner is also
primarily responsible for managing the futures contracts and related options
of the Portfolio on behalf of the Subadviser. Mr. Gurner has been associated
with the Subadviser since its inception in February, 1995. Mr. Gurner,
President, Administrator, Manager and a Member of the Subadviser, is a Trustee
of the Trust, the Portfolio, The Flex-funds, mutual funds whose corresponding
portfolios are also advised by the Manager, and such portfolios.

The Subadviser and the Portfolio have entered into a Sub-subadvisory
Agreement with each Sector Adviser selected for the Portfolio. It is the
Subadviser's responsibility to select, subject to the review and approval of
the Portfolio's Board of Trustees, the Sector Advisers who have distinguished
themselves by able performance in respective areas of expertise in sector
management and to review their continued performance. In addition, it is the
Subadviser's responsibility to categorize publicly traded domestic common
stocks into a specific industry sector. The Subadviser may also invest the
Portfolio's financial futures contracts and related options.

Subject to the supervision and direction of the Portfolio's Board of
Trustees, the Subadviser provides to the Portfolio investment management
evaluation services principally by performing initial due diligence on
prospective Sector Advisers for the Portfolio and thereafter monitoring Sector
Adviser performance through quantitative and qualitative analysis as well as
periodic in-person, telephonic and written consultations with Sector Advisers.
In evaluating prospective Sector Advisers, the Subadviser considers, among
other factors, each Sector Adviser's level of expertise; relative performance
and consistency of performance; level of adherence to investment discipline or
philosophy; personnel, facilities and financial strength; and quality of
service and client communications. The Subadviser has responsibility for
communicating performance expectations and evaluations to Sector Advisers and
ultimately recommending to the Board of Trustees of the Portfolio whether
Sector Advisers' contracts should be renewed, modified, or terminated. The
Subadviser provides reports to the Portfolio's Board of Trustees regarding the
results of its evaluation and monitoring functions.

<PAGE>

The Subadviser pays each Sector Adviser a fee for its investment
advisory services that is computed daily and paid monthly based on the value
of the average net assets of the Portfolio assigned by the Subadviser to the
Sector Adviser at an annual rate equal to 0.25%.

Investors should be aware that the Subadviser may be subject to a
conflict of interest when making decisions regarding the retention and
compensation of particular Sector Advisers. However, the Subadviser's
decisions regarding the selection of Sector Advisers and specific amount of
the compensation to be paid to Sector Advisers, are subject to review and
approval by a majority of the Board of Trustees of the Portfolio.

Although the Subadviser and the Sector Advisers' activities are
subject to general oversight by the Board of Trustees and the officers of the
Portfolio, neither the Board nor the officers evaluate the investment merits
of any Sector Adviser's individual security selections. The Board of Trustees
will review regularly the Portfolio's performance compared to the applicable
indices and also will review the Portfolio's compliance with its investment
objectives and policies.

While the investment professionals of the Subadviser have experience
in asset management and the selection of investment advisers, prior to the
Subadviser becoming the subadviser to the Portfolio, on December 31, 1996, it
did not have previous experience in providing investment advisory services to
an investment company.

The Portfolio has filed an exemptive order application (the
"Application") with the Securities and Exchange Commission (the "SEC") seeking
an exemption from Section 15(a)(1) of the Investment Company Act of 1940 to
the extent necessary to permit the Portfolio and the Subadviser to enter into
Investment Subadvisory Agreements with each Sector Adviser without such
agreements being approved by the Portfolio's investors except for Investment
Sub-subadvisory Agreements with an affiliated person of the Portfolio, the
Manager or the Subadviser other than by reason of such affiliated person
serving as an existing Sector Adviser to the Portfolio. Applicable orders
granted by the SEC to other investment companies seeking similar exemptions
have required as a condition to granting the order that the investment company
obtain investor approval for such a policy, and the Portfolio has done so. In
addition, the Portfolio's Application includes the condition that within 90
days of the hiring of any new Sector Advisers and executing a new Investment
Sub-subadvisory Agreement, the Subadviser will furnish shareholders of the
Fund with an information statement about the new Sector Adviser and Investment
Sub-subadvisory Agreement. There is no guarantee that the SEC will grant the
Portfolio's application for exemptive relief. Any changes to the Investment
Advisory Contract between the Portfolio and the Manager or the Investment
Sub-subadvisory Agreement between the Portfolio, Manager and Subadviser still
require shareholder approval. In accordance with the terms of the Application,
a majority of the shareholders of the Fund have approved the operation of the
Trust in accordance with the exemption.

SECTOR ADVISERS: The Sector Advisers have agreed to an investment
advisory fee based on the average net assets of the Portfolio assigned to them
by the Subadviser at an annual rate equal to .25%, which is generally lower
than the fees they charge to institutional accounts for which they serve as
investment adviser, and for which they perform all administrative
responsibilities.

<PAGE>

Subject to the supervision and direction of the Subadviser and,
ultimately, the Board of Trustees of the Portfolio, each Sector Adviser's
responsibilities are limited to managing its portion of the securities held by
the Portfolio in accordance with the Portfolio's stated investment objective
and policies, making investment decisions for the Portfolio and placing orders
to purchase and sell securities on behalf of the Portfolio. The following sets
forth certain information about each of the Sector Advisers:

MILLER/HOWARD INVESTMENTS, INC. serves as Sector Adviser to the utilities and
transportation sectors of the Portfolio. Miller/Howard 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, 1996, Miller/Howard held discretionary investment authority
over approximately $183 million of assets. Lowell G. Miller and Helen Hamada
who are, respectively, Miller/Howard's President, Secretary and a director and
its Treasurer and a director, each own more than 10% of the outstanding voting
securities of Miller/Howard. Mr. Miller controls Miller/Howard through stock
ownership. Miller/Howard is also the subadviser to the Utilities Stock
Portfolio, a corresponding portfolio to The Flex-funds' Total Return Utilities
Fund and the Flex-Partners' BTB Fund. Mr. Miller is the portfolio manager
primarily responsible for the day-to-day management of the Utilities Stock
Portfolio and of those assets of the Portfolio allocated to Miller/Howard. Mr.
Miller has been associated with Miller/Howard since 1984. Mr. Miller is a Vice
President and Trustee of the Trust, a Trustee of the Portfolio and a Trustee
of The Flex-funds, mutual funds whose corresponding portfolios are also
advised by the Manager. Miller/Howard's principal executive offices are
located at 141 Upper Byrdcliffe Road, Post Office Box 549, Woodstock, New
York, 12498.

HALLMARK CAPITAL MANAGEMENT, INC. serves as Sector Adviser to the capital goods
sector of the Portfolio. Hallmark is a registered investment adviser which has
been providing investment services to individuals; banks; pension, profit
sharing, and other retirement plans; trusts; endowments; foundations; and
other charitable organizations since 1986. As of December 31, 1996, Hallmark
held discretionary investment authority over approximately $120 million of
assets. Peter S. Hagerman owns more than 10% of the outstanding voting
securities of Hallmark. Mr. Hagerman, Chairman of the Board, President, and
Chief Executive Officer, Thomas S. Moore, Senior Vice President and Chief
Investment Officer, and Kathryn A. Skwieralski, Senior Vice President,
Treasurer, Chief Financial and Administrative Officer, and the directors of
Hallmark. Mr. Hagerman is the portfolio manager primarily responsible for
the day-to-day management of those assets of the Portfolio allocated to
Hallmark. Mr. Hagerman has been associated with Hallmark since 1986. Hallmark's
principal executive offices are located at One Greenbrook Corporate Center,
100 Passaic Avenue, Fairfield, New Jersey, 07004.

<PAGE>

M. Hanley, Jr., President and Chief Executive Officer, is the sole director of
Barrow. Michael C. Mewhinney is the portfolio manager primarily responsible
for the day-to-day management of those assets of the Portfolio allocated to
Barrow. Mr. Mewhinney has been associated with Barrow since 1979. Barrow's
principal executive offices are located at 3232 McKinney Avenue, 15th Floor,
Dallas, Texas, 75204-2429.

THE MITCHELL GROUP, INC. serves as Sector Adviser to the energy sector of the
Portfolio. The Mitchell Group is a registered investment adviser which has
been providing investment services to individuals; banks; investment
companies; pension and profit sharing plans; charitable organizations,
corporations and other institutions since 1989. As of December 31, 1996, The
Mitchell Group held discretionary investment authority over approximately $245
million of assets. Rodney Mitchell, President, Chief Executive Officer and
sole director, owns more than 10% of the outstanding voting securities of The
Mitchell Group. Mr. Mitchell is the portfolio manager primarily responsible
for the day-to-day management of those assets of the Portfolio allocated to
The Mitchell Group. Mr. Mitchell has been associated with The Mitchell Group
since 1989. The Mitchell Group's principal executive offices are located at
1100 Louisiana, #4810, Houston, Texas, 77702.

ASHLAND MANAGEMENT INCORPORATED serves as Sector Adviser to the materials and
services sector of the Portfolio. Ashland is a registered investment adviser
which has been providing investment services to individuals, pension and
profit sharing plans, charitable organizations, corporations and other
institutions since 1975. As of December 31, 1996, Ashland managed accounts
having a value of approximately $1.45 billion. Charles C. Hickox, Chairman of
the Board, Chief Executive Officer and a director, and Perry v.S. Jones,
President, Chief Operating Officer and a director, each own more than 10% of
the outstanding voting securities of Ashland. Terrence J. McLaughlin, Managing
Director of Ashland and Deborah C. Ohl, a Portfolio Management Associate, are
the portfolio managers primarily responsible for the day-to-day management of
those assets of the Portfolio allocated to Ashland. Mr. McLaughlin has been
associated with Ashland since 1987. Ms. Ohl has been employed by Ashland since
August, 1992 and has served as a Portfolio Management Associate for Ashland
since 1993. From May, 1991 until July, 1992, Ms. Ohl was a research and sales
assistant with Kidder, Peabody & Co., Incorporated. Ashland's principal
executive offices are located at 26 Broadway, New York, New York, 10004.

<PAGE>

President of Zurich Kemper, and David N. Dreman, Chairman of the Board of
Dreman. Jonathan Kay is the portfolio manager primarily responsible for the
day-to-day management of those assets of the Portfolio allocated to Dreman.
Mr. Kay has been associated with Dreman since 1993. From 1990 to 1993, Mr. Kay
was an associate with J.S. Eliezer, a management consulting firm serving
primarily the media industry. Dreman's principal executive offices are located
at 280 Park Avenue, 40th Floor, New York, NY 10017.

RCM CAPITAL MANAGEMENT, L.L.C. serves as Sector Adviser to the technology
sector of the Portfolio. RCM is a registered investment adviser that provides
investment services to institutional and individual clients and registered
investment companies, with approximately $14.9 billion of assets under
management as of December 31, 1996. RCM was established in April 1996, as the
successor to the business and operations of RCM Capital Management, a
California Limited Partnership, which, with its predecessors, has been in
operation since 1970. RCM is a wholly-owned subsidiary of Dresdner Bank AG, an
international banking organization with principal executive offices in
Frankfurt, Germany. The Board of Managers of RCM is comprised of William L.
Price, Chairman of the Board and Chief Investment Officer of RCM, Michael J.
Apatoff, Chief Operating Officer of RCM, Hans-Dieter Bauernfeind, General
Manager of Dresdner, Gerhard Eberstadt, Senior Chairman of Dresdner, George N.
Fugelsang, Senior General Manager of Dresdner, John D. Leland, Jr., Principal
of RCM, Jeffrey S. Rudsten, Principal of RCM, William S. Stack, Principal of
RCM and Kenneth B. Weeman, Jr., Head of Equity Trading of RCM. Walter C. Price
and Huachen Chen, each principals of RCM, are the portfolio managers primarily
responsible for the day-to-day management of those assets of the Portfolio
allocated to RCM. Messrs. Price and Chen have managed equity portfolios on
behalf of RCM since 1985. RCM's principal executive offices are located at
Four Embarcadero Center, San Francisco, CA 94111.

Banking laws and regulations, including the Glass-Steagall Act as
presently interpreted by the Board of Governors of the Federal Reserve System,
prohibit certain banking entities, such as Dresdner, from sponsoring,
organizing, controlling or distributing the shares of a registered investment
company continuously engaged in the issuance of its shares, and prohibit banks
generally from underwriting securities. However, banks and their affiliates
generally can act as an adviser (or sub-subadviser) to an investment company
and can purchase shares of an investment company as agent for and upon the
order of customers. RCM believes that it may perform the services contemplated
by the investment management agreement without violating these banking law
regulations. However, future changes in legal requirements relating to the
permissible activities of banks and their affiliates at will as future
interpretations of current requirements, could prevent RCM from continuing to
perform investment management services for the Portfolio.

DISTRIBUTOR

Adviser Dealer Services, Inc. (the "Distributor"), 6000 Memorial Drive,
Dublin, Ohio 43017 serves as the distributor of the shares of the Fund. The
Distributor is an affiliated person of the Manager and a subsidiary of
Muirfield Investors, Inc. The Manager, the Subadviser or the Sector Advisers
may select the Distributor to execute transactions for the Portfolio, provided

<PAGE>

that the commissions, fees or other remuneration received by the Distributor
are reasonable and fair compared to those paid to other brokers in connection
with comparable transactions.

TRANSFER AGENT

Mutual Funds Service Co. ("MFSCO"), 6000 Memorial Drive, Dublin, Ohio 43017,
an affiliated person of the Manager and a wholly-owned subsidiary of Muirfield
Investors, Inc., provides stock transfer, dividend disbursing, and
administrative services to the Fund.

- ------------------------------------------------------------------------------
PORTFOLIO TRANSACTION POLICIES
- ------------------------------------------------------------------------------

Decisions to buy and sell securities are made by the Sector Advisers
for the assets assigned to them, and by the Manager and Subadviser for assets
not assigned to a Sector Adviser. Currently, each portfolio representing an
industry sector has one Sector Adviser. The Manager invests the Portfolio's
liquidity reserves and the Manager or the Subadviser may invest the
Portfolio's assets in financial futures contracts and related options. Each
Sector Adviser makes decisions to buy or sell securities independently from
other Sector Advisers. In addition, when a Sector Adviser's services are
terminated and another retained, the new Sector Adviser may significantly
restructure the Portfolio's assets assigned to it. These practices may
increase the Portfolio's portfolio turnover rates, realization of gains or
losses, and brokerage commissions. The portfolio turnover rates for the
Portfolio may vary greatly from year to year as well as within a year and may
be affected by sales of investments necessary to meet cash requirements for
redemptions of shares. A high rate of turnover involves correspondingly
greater expenses, increased brokerage commissions and other transaction costs,
which must be borne by the Portfolio and their shareholders. See "Portfolio
Turnover" above and in the Statement of Additional Information. In addition,
high portfolio turnover may result in increased short-term capital gains,
which, when distributed to shareholders, are treated as ordinary income. See
"Income Dividends and Taxes."

The Portfolio may effect portfolio transactions with or through the
Manager, Subadviser or Sector Advisers, or their affiliates, when the Manager,
Subadviser or Sector Advisers, as appropriate, determine that the Portfolio
will receive the best net price and execution. This standard would allow the
Manager, Subadviser or Sector Advisers, or their affiliates, to receive no
more than the remuneration that would be expected to be received by an
unaffiliated broker in a commensurate arm's-length transaction.

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

The 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, the 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:

<PAGE>

CLASS DISTRIBUTION FEE
----- ----------------
A 0.25%
C 0.75%

The Fund has adopted two service plans (the "Service Plans"). Under
the provisions of the Service Plans, the 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:

CLASS SERVICE FEE
----- -----------
A 0.25%
C 0.25%

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 the 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 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 the 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 rule also limits the aggregate amount which the 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.

The Plans were approved by the Board of Trustees, who made a
determination that there is a reasonable likelihood that the Plans will
benefit the Fund.

The Manager or the Subadviser may use its resources to pay expenses
associated with the sale of the Fund's shares. This may include payments to

<PAGE>

third parties such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the Fund's shares. However, the Fund
does not pay the Manager or Subadviser any separate fees for this service.

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

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. The Fund's dividends are
declared payable to shareholders on a quarterly basis.

In December, the Fund 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 the 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. The 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 net investment income and net realized capital gains
to shareholders each year.

The 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 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 the Fund's dividends may qualify for the
dividends-received deduction available to corporations. The 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.

<PAGE>

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 the 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 Fund 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. The 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 backup withholding for
previous under reporting to the IRS, or that you are exempt from backup
withholding.

The Fund 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 Fund 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 there is a sufficient degree of trading that the current net
asset value of the Fund's shares might be materially affected by changes in
the value of the securities held by the Portfolio. Net asset value is obtained
by dividing the value of the Fund's assets (i.e., the value of its investment
in the 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.

<PAGE>

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

The 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 the 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 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. and Morningstar
Mutual Fund Report.

The Fund may provide period and average annualized "total return"
quotations. The 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
smoothes out variations in performance and takes into account any applicable
initial or contingent deferred sales charge.

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 the Fund will vary
depending upon interest rates, the current market value of the securities held
by the Portfolio and changes in the Fund's expenses. In addition, during
certain periods for which total return quotations may be provided, the Manager
and/or the Subadviser may have voluntarily agreed to waive portions of their
fees or reimburse Fund expenses on a month-to-month basis. Such waivers and
reimbursements will have the effect of increasing the Fund's net income (and
therefore its total return) during the period such waivers and reimbursements
are in effect.

Shareholders will receive financial reports semi-annually that
include the Fund's financial statements, including listings of investment
securities held by the 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

<PAGE>

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 will issue its own series of shares of
beneficial interest. The shares of each Fund represent an interest only in
that 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 that Fund.

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 the other Funds.

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 on account of shareholder liability is limited to circumstances in which
both inadequate insurance existed and the Trust 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 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 a
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.

The Portfolio, in which all the assets of the Fund will be invested,
is organized as a trust under the laws of the State of New York. The
Portfolio's Declaration of Trust provides that the 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 the Fund
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Portfolio

<PAGE>

itself was unable to meet its obligations. Accordingly, the Trustees of the
Trust believe that neither the Fund nor its shareholders will be adversely
affected by reason of the Fund's investing in the Portfolio.

INVESTMENT STRUCTURE

Unlike other mutual funds which directly acquire and manage their own
portfolio of securities, the Fund seeks to achieve its investment objectives
by investing all of its assets in the 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.

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 could 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 Fund may withdraw its investment from the Portfolio at any time,
if the Board of Trustees of the Trust (who are the same persons who serve as
the Board of Trustees of the Portfolio) 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 the Fund or the retaining of an investment
adviser to manage the Fund's assets directly.

SHAREHOLDER MANUAL

- ------------------------------------------------------------------------------
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

<PAGE>

account in the Fund. The minimum for subsequent investments in the 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 class of shares in which you wish to
invest. A check payable to the Fund must accompany the New Account
Application. Payments may be made by check or Federal Reserve Draft payable to
the 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 the 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.

Wire orders for shares of the Fund 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 Fund.

If the wire order is for a new account, 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. Have your bank wire federal funds
to:

Star Bank, N.A. Cinti/Trust
ABA #: 042-00001-3
Attention: The Flex-Partners Core Equity Fund
Credit Account Number:
Account Name (your name)
Personal Account No. (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 the Fund and credited to such
account.

<PAGE>

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

SUBSEQUENT INVESTMENTS -- Subsequent investments in an existing
account in the Fund may be made by mailing a check payable to The Core Equity
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 the 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 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 "Synopsis of Financial Information" above
and quantity discounts for the Class A initial sales charge are set forth
below.

CLASS A SHARES of the 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),
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 the Distributor as shown below:

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
- -------------------------------------------------------------------------------------------

Up to $100,000 4.00% 4.17% 3.50%
$100,000 to $249,999 3.50% 3.63% 3.00%

$250,000 to $499,999 3.00% 3.09% 2.50%
$500,000 to $999,999 2.50% 2.56% 2.00%
$1,000,000 or more None None None

</TABLE>

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 more than $100,000. 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 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 redeemed 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 that is higher than the Rule 12b-1
fee for Class A Shares. See "Distribution Plans." Class C Shares provide the

<PAGE>

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.

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.

SALES CHARGE WAIVERS: Directors, Trustees, officers and full-time
employees of the Portfolio, 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 Fund at net asset value.

The Fund may also sell Class A shares at net asset value without an
initial sales charge to clients of the Manager or the Subadviser by making
arrangements to do so with the Trust and the Transfer Agent; and registered
investment advisers and financial planners purchasing for their clients by
making arrangements to do so with the Trust and the Transfer Agent.

Shares of the Fund 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 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 "Other Shareholder Services - Systematic
Withdrawal Program" and the Statement of Additional Information.

Class A Shares of the Fund may be purchased at net asset value and
the Fund may waive the CDSC on the redemption of Class C Shares owned by
banks, bank trust departments, savings and loan associations, and federal and
state credit unions either in their fiduciary capacities or for their own
accounts. These institutions may charge fees to clients for whose accounts
they purchase shares at net asset value or for which the CDSC has been waived.

Class A Shares may be purchased without an initial sales charge on
accounts that are opened for shareholders by dealers where the amount invested
represents redemption proceeds from other funds, 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 60 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 60 days after
the date of redemption.

<PAGE>

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

Shares are redeemed and funds withdrawn at net asset value per share
less, in the case of Class C shares, any applicable contingent deferred
sales charge. (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.

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 Fund 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

<PAGE>

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 the Fund are
exchangeable at net asset value only for Class C shares of any other
Flex-Partners Fund. Class C shares of the Fund cannot be exchanged for Class A
shares of any Flex-Partners Fund.

The Fund reserves the right at any time, without prior notice, to
refuse exchange purchases by any person or group if in the Manager or
Subadviser's 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.

- ------------------------------------------------------------------------------
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),
Tax-Sheltered Custodial Account - 403(b)(7), an Individual Retirement Account
(IRA), and a Simple IRA. 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 the Fund of $100 or
more will be deducted from a shareholder's checking or savings account and
invested in shares of the Fund. A shareholder's bank must be a member of the
Automated Clearing House (ACH). Shareholders wishing to add to their

<PAGE>

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 account 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.

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

The Trust maintains an account for each shareholder in full and
fractional shares. The 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).

<PAGE>

INVESTMENT ADVISER
R. Meeder & Associates, Inc.

ADDRESS OF FUND & ADVISER
6000 Memorial Drive
Dublin, OH 43017
800-494-FLEX (3539)
614-766-7074 (in Central Ohio)

INVESTMENT SUBADVISER
Sector Capital Management, L.L.C.
5350 Poplar Avenue, Suite 490
Memphis, Tennessee 38119

DISTRIBUTOR
Adviser Dealer Services, Inc.
6000 Memorial Drive
Dublin, OH 43017
800-494-FLEX (3539)
614-766-7074 (in Central Ohio)

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

<PAGE>

THE FLEX-PARTNERS THE CORE EQUITY FUND
CROSS REFERENCE SHEET TO FORM N-1A

PART B.

ITEM NO. STATEMENT OF ADDITIONAL INFORMATION

10 Cover Page

11 Table of Contents

12 Not applicable

13 Investment Policies and Limitations

14 Trustees and Officers

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

16(a)(b) Investment Adviser and Manager
Investment Subadviser
Investment Sub-subadvisers
16(c) Portfolio Transactions
16(d) Contracts with Companies Affiliated With Manager
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
Flex-Partners Retirement Plans
19(b) Valuation of Portfolio Securities
Additional Purchase and Redemption Information
19(c) Not applicable

20 Distributions and Taxes

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

22(a) Not applicable
22(b) Performance

23 Financial Statements

<PAGE>

THE CORE EQUITY FUND
A FUND OF THE FLEX-PARTNERS TRUST
STATEMENT OF ADDITIONAL INFORMATION

__________, 1997

This Statement is not a prospectus but should be read in conjunction with the
Fund's current Prospectus (dated ___________, 1997). Please retain this
document for future reference. To obtain an additional copy of the Prospectus,
please call Mutual Funds Service Co. at 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 Class A and Class C share 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.

TABLE OF CONTENTS PAGE

Investment Policies and Limitations 2
Portfolio Transactions 12
Valuation of Portfolio Securities 14
Performance 15
Additional Purchase and Redemption Information 17
Distributions and Taxes 21
Investment Adviser and Manager 22
Investment Subadviser 24
Investment Sub-subadvisers 25
The Distributor 30
Trustees and Officers 31
Flex-Partners Retirement Plans 35
Contracts With Companies Affiliated With Manager 37
Description of the Trust 37
Financial Statements 39

INVESTMENT ADVISER INVESTMENT SUBADVISER
R. Meeder & Associates, Inc. Sector Capital Management, L.L.C.

DISTRIBUTOR TRANSFER AGENT
Adviser Dealer Services, Inc. Mutual Funds Service Co.

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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

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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;

(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); or

(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).

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

(i) The Portfolio does not currently intend to engage in short sales,
but may engage in short sales "against the box" to the extent that the
Portfolio contemporaneously owns or has the right to obtain at no added cost
securities identical to those 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 from a bank. The Portfolio
will not purchase any security while borrowings representing more than 5% of
its total assets are outstanding.

(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.

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(vi) 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.

(vii) The Portfolio does not currently intend to purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. Government 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.

(viii) 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.

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

(x) 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, the Subadviser, or the Sector Advisers
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.

For the Portfolio's limitations on futures and options transactions,
see the section entitled "Limitations on Futures and Options Transactions"
beginning on page 9. For the Portfolio's limitations on short sales, see the
section entitled "Short Sales" on page 11.

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 make payment for any reason. The

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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 Manager 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

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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.

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. 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

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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 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 Manager,
Subadviser and/or Sector Advisers determine the liquidity of the Portfolio's
investments and, through reports from the Manager, Subadviser and/or Sector

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Advisers, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Portfolio's investments, the Manager,
Subadviser and Sector Advisers 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 Manager, Subadviser
and/or Sector Advisers may determine some restricted securities 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 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

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current policy to limit repurchase agreement transactions to parties whose
creditworthiness has been reviewed and found satisfactory by the Manager.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The Portfolio will
not: (a) write call options if, as a result, more than 25% of the Portfolio's
total assets would be hedged with options under normal conditions; or (b)
purchase futures contracts if, as a result, the Portfolio's total obligations
upon settlement or exercise of purchased futures contracts would exceed 25% of
its 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 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 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

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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.

WRITING CALL OPTIONS. 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.

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 Portfolio 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 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

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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.

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 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 "against the
box" with respect to equity securities it holds. For example, if a Sector
Adviser anticipates a decline in the price of a stock the Portfolio holds, it
may sell the stock short "against the box." If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a
portion of the stock's decline. The Portfolio currently intends to hedge no
more than 15% of its total assets with short sales "against the box" on equity
securities under normal circumstances.

When the Portfolio enters into a short sale "against the box", it
will be required to own or have the right to obtain at no added cost
securities identical to those sold short "against the box" and will be
required to continue to hold them while the short sale "against the box" is
outstanding. The Portfolio will incur transaction costs, including interest
expense, in connection with opening, maintaining, and closing short sales.

PORTFOLIO TURNOVER.

The Portfolio's portfolio turnover rate for the fiscal year ended
December 31, 1996 was 82% (1995 - 338%). The Portfolio began the year fully
invested in the stock market. For approximately two months (early March
through early May) 50% of the Portfolio's assets were invested defensively in
money market securities. Also, in the period from mid-July through October,
various portions of the Portfolio were invested defensively in cash
equivalents and/or Treasury Bonds. The periods of defensive positions in
March-May and July-October were in response to technical weakness and negative
trends in the equity markets.

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PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are
placed on behalf of the Portfolio by the Manager, Subadviser or Sector
Advisers pursuant to authority contained in the investment advisory agreement,
investment subadvisory agreement and investment sub-subadvisory agreements.
The Manager, Subadviser and Sector Advisers are also responsible for the
placement of transaction orders for accounts for which they or their
affiliates act as investment adviser. In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, the Manager, Subadviser
and Sector Advisers consider 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 Portfolio may execute portfolio transactions with broker-dealers
who provide research and execution services to the Portfolio or other accounts
over which the Manager, Subadviser or Sector Advisers or their 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 Manager, Subadviser and Sector
Advisers (to the extent possible consistent with execution considerations) in
accordance with a ranking of broker-dealers determined periodically by the
Manager, Subadviser and Sector Advisers' investment staffs 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 Manager, Subadviser and Sector
Advisers in rendering investment management services to the Portfolio or their
other clients, and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other Manager, Subadviser and
Sector Advisers' clients may be useful to the Manger, Subadviser and Sector
Advisers in carrying out their obligations to the Portfolio. The receipt of
such research is not expected to reduce the Manager, Subadviser and Sector
Advisers' normal independent research activities; however, it enables the
Manager, Subadviser and Sector Advisers to avoid the additional expenses that
could be incurred if the Manager, Subadviser and Sector Advisers tried to
develop comparable information through their own efforts.

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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 Manager, Subadviser and/or
Sector Advisers 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 Manager, Subadviser and/or Sector Advisers' overall
responsibilities to the Portfolio and their other clients. In reaching this
determination, the Manager, Subadviser and/or Sector Advisers 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 Manager, Subadviser and Sector Advisers are 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-funds funds or Flex-Partners funds to the
extent permitted by law.

The Manager, Subadviser and Sector Advisers may allocate brokerage
transactions to broker-dealers who have entered into arrangements with the
Manager, Subadviser and Sector Advisers under which the broker-dealer
allocates a portion of the commissions paid by the Portfolio toward payment of
the Portfolio or the Fund'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 Manager,
Subadviser and Sector Advisers' performance of their 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.

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

<PAGE>

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 policy considered by the Portfolio Trustees 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. During the period from January 1, 1996 to December 31, 1996, the
Portfolio paid total commissions of $5,135 ($44,665 in 1995; $135,422 in 1994)
on the purchase and sale of common stocks. Brokerage commissions paid on the
purchases and sales by the Portfolio of futures and option contracts for the
year ended December 31, 1996 were $17,339.

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. Short-term securities less than 60
days to maturity 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 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., 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.

<PAGE>

Generally, the valuation of 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. 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. 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.

Total return 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:

<PAGE>

P (1+T)n = 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

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

<PAGE>

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.

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: New Year's Day, Washington's Birthday
(observed), Good Friday, Memorial Day (observed), Independence Day (observed),
Labor Day, Thanksgiving Day, and Christmas Day (observed). 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.

<PAGE>

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 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

<PAGE>

concurrently with Class A shares of another 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;

(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."

<PAGE>

LETTERS OF INTENTION. Reduced sales charges are also available to
investors (or an eligible group of related investors) who enter into a
written Letter of Intention 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 Intention are
not available to individual participants in retirement and group plans
described below under "Flex-Partners Retirement Plans."

A Letter of Intention 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 Intention will be held by the Transfer Agent in escrow in the name
of the purchaser. The effective date of a Letter of Intention 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 Intention goal.

The Letter of Intention does not obligate the investor to purchase, nor
the Fund to sell, the indicated amount. In the event the Letter of Intention
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 Intention should carefully read such Letter of Intention.

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.

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

<PAGE>

(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 Transfer Agent may reinvest your
distributions at the then-current NAV. All subsequent distributions will then
be reinvested until you provide the Transfer Agent with alternate
instructions.

DIVIDENDS. 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.

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.

<PAGE>

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.

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 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.

Pursuant to the Investment Advisory Contract, the Manager, subject to
the supervision of the Portfolio's Board of Trustees and in conformity with
the stated objective and policies of the Portfolio, has general oversight
responsibility for the investment operations of the Portfolio. 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 Contract
and the Manager is free to, and does, render management services to others.

<PAGE>

The Manager invests the Portfolio's liquidity reserves and may invest
the Portfolio's assets in financial futures contracts and related options.

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, Sector Capital
Management, L.L.C or any of the Sector Advisers; 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, Subadviser or Sector
Advisers; 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

<PAGE>

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 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, 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 the Portfolio's average net assets. The
Manager will receive 70% and the Subadviser 30% of the fee payable with
respect to the net assets of the Portfolio upon effectiveness of the
subadvisory arrangement; then the Manager will receive 30% and the Subadviser
70% of the fee attributable to any additional net assets of the Portfolio up
to an amount of net assets equal to the net assets upon effectiveness of the
subadvisory arrangement, then the Manager and the Subadviser will share
equally the fee attributable to any additional net assets of the Portfolio up
to $50 million of the net assets. With respect to net assets of more than $50
million and less than $100 million, the applicable fees of 0.75% will be
shared such that the Manager would receive 0.35% and the Subadviser 0.40%. For
net assets of $100 million and more, the applicable 0.60% fee will be shared
such that the Manager will receive 0.25% and the Subadviser 0.35%. For the
year ended December 31, 1996, the Portfolio paid fees to the Manager totaling
$258,239 ($238,640 in 1995; $240,045 in 1994).

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 are: Robert S.
Meeder, Sr. Chairman and Sole Director; Philip A. Voelker, Senior Vice
President and Chief Operating Officer; Donald F. Meeder, Vice President and
Secretary; Sherrie L. Acock, Vice President; Robert D. Baker, Vice President;
Robert S. Meeder, Jr., President; Wesley F. Hoag, Vice President and General
Counsel; Steven T. McCabe, Vice President; and Roy E. Rogers, Vice President.
Mr. Robert S. Meeder, Sr. is President and a Trustee of the Trust, the
Portfolio, The Flex-funds and the other corresponding portfolios. Each of
Donald F. Meeder, Wesley F. Hoag and Steven T. McCabe is an officer of the
Trust, the Portfolio, The Flex-funds and other corresponding portfolios.
Each of Philip A. Voelker and Robert S. Meeder, Jr. is a Trustee and officer
of the Trust, the Portfolio, The Flex-funds and the other corresponding
portfolios.

INVESTMENT SUBADVISER

Sector Capital Management L.L.C. serves as the Portfolio's
subadviser. The Subadviser is a Georgia limited liability company. William L.
Gurner and John K. Donaldson control the Subadviser. Messrs. Gurner and

<PAGE>

Donaldson are Managers and Members of the Subadviser. The Subadviser's
officers are as set forth as follows: William L. Gurner, President and
Administrator; George S. Kirk, Director, Sales and Marketing; and Kenneth L.
Riffle, Director, Client Relations. Mr. Gurner is a Trustee of the Trust;
Flex-funds, mutual funds whose corresponding portfolios are also advised by
the Manager, and such portfolios. The Investment Subadvisory Agreement
provides that the Subadviser shall furnish investment advisory services in
connection with the management of the Portfolio. The Portfolio and the Manager
have entered into an Investment Subadvisory Agreement with the Subadviser
which, in turn, has entered into a investment sub-subadvisory agreement with
each of the Sector Advisers selected for the Portfolio. Under the Investment
Subadvisory Agreement, the Subadviser is required to (i) supervise the general
management and investment of the assets and securities portfolio of the
Portfolio; (ii) provide overall investment programs and strategies for the
Portfolio and (iii) select Sector Advisers for the Portfolio, except as
otherwise provided, and allocate the Portfolio's assets among such Sector
Advisers. The Subadviser is obligated to keep certain books 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 an
investment advisory fee in an amount described above under "Investment Adviser
and Manager."

The Subadviser may invest the Portfolio's assets in financial futures
contracts and related options.

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 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 investors in the Portfolio.

INVESTMENT SUB-SUBADVISERS

Except as otherwise described above under "Investment Adviser and
Manager" and "Investment Subadviser", the assets of the Portfolio are managed
by asset managers (each a "Sector Manager" and collectively, the "Sector
Managers") selected by the Subadviser, subject to the review and approval of
the Trustees of the Portfolio. The Subadviser recommends, to the Trustees of

<PAGE>

the Portfolio, Sector Advisers for each industry sector based upon its
continuing quantitative and qualitative evaluation of the Sector Advisers'
skills in managing assets pursuant to specific investment styles and
strategies. The Portfolio has applied for an exemptive order from the SEC
permitting the Subadviser, subject to certain conditions, to enter into
sub-subadvisory agreements with Sector Advisers approved by the Trustees of
the Portfolio but without the requirement of investor approval. At a meeting
held on December 20, 1996, the shareholders of the Portfolio approved the
operation of the Portfolio in this manner. Pursuant to the terms of the
exemptive application, the Subadviser is to be able, subject to the approval
of the Trustees of the Portfolio, but without investor approval, to employ new
Sector Advisers for the Portfolio. Although investor approval will not be
required for the termination of sub-subadvisory agreements, investors of the
Portfolio will continue to have the right to terminate such agreements for the
Portfolio at any time by a vote of a majority of outstanding voting securities
of the Portfolio.

Except as otherwise provided above under "Investment Adviser and
Manager" and "Investment Subadviser," the assets of the Portfolio are
allocated by the Subadviser among the Sector Advisers selected for the
Portfolio. Each Sector Adviser has discretion, subject to oversight by the
Trustees and the Subadviser, to purchase and sell portfolio assets, consistent
with the Portfolio's investment objectives, policies and restrictions. For its
services, the Subadviser receives a management fee from the Manager. A part of
the fee paid to the Subadviser is used by the Subadviser to pay the advisory
fees of the Sector Advisers. Each Sector Adviser is paid a fee for its
investment advisory services that is computed daily and paid monthly based on
the value of the average net assets of the Portfolio assigned by the
Subadvisor to the Sector Adviser at an annual rate equal to .25%.

The Investment Sub-subadvisory Agreements provide that the Sector
Advisers 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 Sub-subadvisory Agreements provide that they will terminate
automatically if assigned, and that they may be terminated without penalty to
the Fund or the Portfolio by the Subadviser, the Trustees of the Portfolio or
by the vote of a majority of the outstanding voting securities of the
Portfolio upon not less than 15 days written notice. The Investment
Sub-subadvisory Agreements 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 Sub-subadvisory Agreements were 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 investors in
the Portfolio.

A Sector Adviser may also serve as a discretionary or
non-discretionary investment adviser to management or advisory accounts
unrelated in any manner to the Portfolio or its affiliates. The investment
Sub-subadvisory agreements among the Sector Advisers, the Portfolio and the

<PAGE>

Subadviser require fair and equitable treatment to the Portfolio in the
selection of the Portfolio investments and the allocation of investment
opportunities, but do not obligate the Sector Advisers to give the Portfolio
exclusive or preferential treatment.

Although the Sector Advisers make investment decisions for the
Portfolio independent of those for their other clients, it is likely that
similar investment decisions will be made from time to time. When the
Portfolio and another client of a Sector Adviser are simultaneously engaged in
the purchase or sale of the same security, the transactions are, to the extent
feasible and practicable, averaged as to price and allocated as to amount
between the Portfolio and the other client(s). In specific cases, this system
could have detrimental effect on the price or volume of the security to be
purchased or sold, as far as the Portfolio is concerned. However, the Trustees
of the Portfolio believe, over time, that coordination and the ability to
participate in volume transactions should be to the benefit of the Portfolio.

Listed below are the Sector Advisers selected by the Subadviser to
invest certain of the Portfolio's assets:

MILLER/HOWARD INVESTMENTS, INC. serves as Sector Adviser to the
utilities and transportation sectors of the Portfolio. Miller/Howard 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, 1996, Miller/Howard held discretionary investment authority
over approximately $183 million of assets. Lowell G. Miller and Helen Hamada
who are, respectively, Miller/Howard's President, Secretary and a director and
its Treasurer and a director, each own more than 10% of the outstanding voting
securities of Miller/Howard. Mr. Miller controls Miller/Howard through his
stock ownership. Miller/Howard is also the subadviser to the Utilities Stock
Portfolio, a corresponding portfolio to The Flex-funds' Total Return Utilities
Fund and the Flex-Partners' BTB Fund. Mr. Miller is the portfolio manager
primarily responsible for the day-to-day management of the Utilities Stock
Portfolio and of those assets of the Portfolio allocated to Miller/Howard. Mr.
Miller has been associated with Miller/Howard since 1984. Mr. Miller is a Vice
President and Trustee of the Trust and a trustee of The Flex-funds whose
corresponding portfolios are also advised by the Manager, and such portfolios.
Miller/Howard's principal executive offices are located at 141 Upper
Byrdcliffe Road, Post Office Box 549, Woodstock, New York 12498.

<PAGE>

Board, President, and Chief Executive Officer, Thomas S. Moore, Senior Vice
President and Chief Investment Officer, and Kathryn A. Skwieralski, Senior
Vice President, Treasurer, Chief Financial and Administrative Officer, and the
directors of Hallmark. Mr. Hagerman is the portfolio manager primarily
responsible for the day-to-day management of those assets of the Portfolio
allocated to Hallmark. Mr. Hagerman has been associated with Hallmark
since 1986. Hallmark's principal executive offices are located at One
Greenbrook Corporate Center, 100 Passaic Avenue, Fairfield, New Jersey 07004.

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. serves as Sector Adviser to
the consumer durable and non-durable sectors of the Portfolio. Barrow is a
registered investment adviser which has been providing investment services to
banks; investment companies; pension and profit sharing plans; charitable
organizations and corporations since 1979. As of December 31, 1996, Barrow
held discretionary investment authority over approximately $20.5 billion of
assets. Barrow is a wholly-owned subsidiary of United Asset Management. Bryant
M. Hanley, Jr., President and Chief Executive Officer, is the sole director of
Barrow. Michael C. Mewhinney is the portfolio manager primarily responsible
for the day-to-day management of those assets of the Portfolio allocated to
Barrow. Mr. Mewhinney has been associated with Barrow since 1979. Barrow's
principal executive offices are located at 3232 McKinney Avenue, 15th Floor,
Dallas, Texas 75204-2429.

THE MITCHELL GROUP, INC. serves as Sector Adviser to the energy
sector of the Portfolio. The Mitchell Group is a registered investment adviser
which has been providing investment services to individuals; banks; investment
companies; pension and profit sharing plans; charitable organizations,
corporations and other institutions since 1989. As of December 31, 1996, The
Mitchell Group held discretionary investment authority over approximately $245
million of assets. Rodney Mitchell, President, Chief Executive Officer and
sole director, owns more than 10% of the outstanding voting securities of The
Mitchell Group. Mr. Mitchell is the portfolio manager primarily responsible
for the day-to-day management of those assets of the Portfolio allocated to
The Mitchell Group. Mr. Mitchell has been associated with The Mitchell Group
since 1989. The Mitchell Group's principal executive offices are located at
1100 Louisiana, #4810, Houston, Texas 77702.

ASHLAND MANAGEMENT INCORPORATED serves as Sector Adviser to the
materials and services sector of the Portfolio. Ashland is a registered
investment adviser which has been providing investment services to
individuals, pension and profit sharing plans, charitable organizations,
corporations and other institutions since 1975. As of December 31, 1996,
Ashland managed accounts having a value of approximately $1.45 billion.
Charles C. Hickox, Chairman of the Board, Chief Executive Officer and a
director, and Perry v.S. Jones, President, Chief Operating Officer and a
director, each own more than 10% of the outstanding voting securities of
Ashland. Terrence J. McLaughlin, Managing Director of Ashland and Deborah C.
Ohl, a Portfolio Management Associate, are the portfolio managers primarily
responsible for the day-to-day management of those assets of the Portfolio
allocated to Ashland. Mr. McLaughlin has been associated with Ashland since

<PAGE>

1987. Ms. Ohl has been employed by Ashland since August, 1992 and has served
as a Portfolio Management Associate for Ashland since 1993. From May, 1991
until July, 1992, Ms. Ohl was a research and sales assistant with Kidder,
Peabody & Co., Incorporated. Ashland's principal executive offices are located
at 26 Broadway, New York, New York 10004.

DREMAN VALUE ADVISORS, L.P. serves as Sector Adviser to the finance
sector of the Portfolio. Dreman is a registered investment adviser which has
been providing investment services to individuals, banks, investment
companies, pension and profit sharing plans, charitable organizations,
corporations and other institutions since 1977. As of December 31, 1996,
Dreman held discretionary investment authority over approximately $3.8 billion
of assets. Dreman is a wholly-owned subsidiary of Zurich Kemper Investments,
Inc. ("Zurich Kemper"), which is a wholly-owned subsidiary of ZKI Holding
Corporation, which is approximately 97% owned by Zurich Holding Company of
America, which is a wholly-owned subsidiary of Zurich Insurance Company. The
directors of Dreman are James R. Neal, President and Chief Executive Officer
of Dreman, John E. Neal, Group President of Zurich Kemper, Stephen R. Timbers,
President of Zurich Kemper, and David N. Dreman, Chairman of the Board of
Dreman. Jonathan Kay is the portfolio manager primarily responsible for the
day-to-day management of those assets of the Portfolio allocated to Dreman.
Mr. Kay has been associated with Dreman since 1993. From 1990 to 1993, Mr. Kay
was an associate with J.S. Eliezer, a management consulting firm serving
primarily the media industry. Dreman's principal executive offices are located
at 280 Park Avenue, 40th Floor, New York, NY 10017.

RCM CAPITAL MANAGEMENT, L.L.C. serves as Sector Adviser to the
technology sector of the Portfolio. RCM is a registered investment adviser
that provides investment services to institutional and individual clients and
registered investment companies, with approximately $14.9 billion of assets
under management as of December 31, 1996. RCM was established in April 1996,
as the successor to the business and operations of RCM Capital Management, a
California Limited Partnership, which, with its predecessors, has been in
operation since 1970. RCM is a wholly-owned subsidiary of Dresdner Bank AG, an
international banking organization with principal executive offices in
Frankfurt, Germany. The Board of Managers of RCM is comprised of William L.
Price, Chairman of the Board and Chief Investment Officer of RCM, Michael J.
Apatoff, Chief Operating Officer of RCM, Hans-Dieter Bauernfeind, General
Manager of Dresdner, Gerhard Eberstadt, Senior Chairman of Dresdner, George N.
Fugelsang, Senior General Manager of Dresdner, John D. Leland, Jr., Principal
of RCM, Jeffrey S. Rudsten, Principal of RCM, William S. Stack, Principal of
RCM and Kenneth B. Weeman, Jr., Head of Equity Trading of RCM. Walter C. Price
and Huachen Chen, each principals of RCM, are the portfolio managers primarily
responsible for the day-to-day management of those assets of the Portfolio
allocated to RCM. Messrs. Price and Chen have managed equity portfolios on
behalf of RCM since 1985. RCM's principal executive offices are located at
Four Embarcadero Center, San Francisco, CA 94111.

<PAGE>

Banking laws and regulations, including the Glass-Steagall Act as
presently interpreted by the Board of Governors of the Federal Reserve System,
prohibit certain banking entities, such as Dresdner, from sponsoring
organizing, controlling or distributing the shares of a registered investment
company continuously engaged in the issuance of its shares, and prohibit banks
generally from underwriting securities. However, banks and their affiliates
generally can act as an adviser (or sub-subadviser) to an investment company
and can purchase shares of an investment company as agent for and upon the
order of customers. RCM believes that it may perform the services contemplated
by the investment management agreement without violating these banking law
regulations. However, future changes in legal requirements relating to the
permissible activities of banks and their affiliates, as well as future
interpretations of current requirements, could present RCM from continuing to
perform investment management services for the Portfolio.

THE DISTRIBUTOR

Adviser Dealer Services, Inc. (the "Distributor"), 6000 Memorial
Drive, Dublin, Ohio 43017, acts as the distributor of the Class A shares and
the Class C shares of the Fund. The Distributor is an affiliate of the Manager
and a subsidiary of MII.

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.

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 Plans (the Rule 12b-1 Trustees), at a meeting called
for the purpose, have adopted a plan of distribution for each of the Class A
shares and 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 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.
Either Plan 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 relevant class of outstanding shares
of the Fund. Neither Plan may be amended to increase materially the amounts to

<PAGE>

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 1940 Act. The Underwriting
Agreement was approved by the Board of Trustees, including a majority of the
Rule 12b-1 Trustees.

TRUSTEES AND OFFICERS

The Trust and the Portfolio are managed by their trustees and
officers. Their names, positions and principal occupations during the past
five years 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 all other mutual funds advised by the Manager, including The
Flex-funds and the corresponding portfolios of the Flex-Partners and The
Flex-funds (collectively, the "Fund Complex"). 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 the Fund Complex, the Manager, the Subadviser
or the Sector Advisers are indicated by an asterisk (*) .

Position Principal
NAME, ADDRESS AND AGE HELD OCCUPATION

ROBERT S. MEEDER, SR.*+, 68 Trustee/ Chairman, R. Meeder &
President & Associates, Inc., an
investment adviser

<PAGE>

MILTON S. BARTHOLOMEW, 68 Trustee Retired; formerly a practicing
1424 Clubview Boulevard, S attorney in Columbus Ohio;
Worthington, OH 43235 member of each fund's
Audit Committee

ROGER D. BLACKWELL, 56 Trustee Professor of Marketing and
Blackwell Associates, Inc. Consumer Behavior, The
3380 Tremont Road Ohio State University;
Columbus, OH 43221 President of Blackwell
Associates, Inc., a
strategic consulting firm

JOHN M. EMERY, 76 Trustee Retired; formerly Vice
2390 McCoy Road President & Treasurer of
Columbus, OH 43220 Columbus & Southern Ohio
Electric Co.; member of each
fund's Audit Committee

RICHARD A. FARR, 78 Trustee President of R&R Supply Co.
3250 W. Henderson Rd and Farrair Concepts, Inc.,
Columbus, OH 43220 two companies
involved in engineering,
consulting & sales of
heating & air conditioning
equipment

WILLIAM L. GURNER*, 50 Trustee President, Sector Capital
Sector Capital Management, Inc. Management, an investment
5350 Poplar Avenue, Suite 490 adviser (since January 1995);
Memphis, TN 38119 Manager of Trust
Investments of Federal
Express Corporation
(1987-1994)

RUSSELL G. MEANS, 71 Trustee Chairman of Employee
4789 Rings Road Benefit Management
Dublin, OH 43017 Corporation, consultants and
administrators of
self-funded health and
retirement plans.

ROBERT S. MEEDER, JR.*+, 36 Trustee and President of R. Meeder &
Vice President Associates, Inc.

LOWELL G. MILLER*, 48 Trustee President, Miller/Howard
Miller/Howard Investments, Inc. Investments, Inc., an
141 Upper Byrdcliffe Road investment adviser whose
P. O. Box 549 clients include the Portfolio
Woodstock, NY 12498 and the Utilities Stock
Portfolio.

WALTER L. OGLE, 58 Trustee Executive Vice President of
One Corporate Drive Aon Consulting, an
Suite 600 employee benefits consulting
Clearwater, FL 43622 group.

PHILIP A. VOELKER*+, 43 Trustee and Senior Vice President and
Vice President Chief Operating Officer of
R. Meeder & Associates, Inc.

JAMES B CRAVER*, 53 Assistant Practicing Attorney; Special
266 Summer Street Secretary Counsel to Flex-Partners,
Boston, MA 02210 Flex-funds and their
Portfolios; Senior
Vice President of Signature
Financial Group, Inc.
(January 1991 to August 1995).

STEVEN T. MCCABE*+, 32 Assistant Vice President, R. Meeder &
Treasurer Associates, Inc., and Vice
President of Mutual Funds
Service Co.

DONALD F. MEEDER*+, 58 Secretary/ Vice President of R. Meeder
Treasurer & Associates, Inc., and
President of Mutual Funds
Service Company

WESLEY F. HOAG*+, 40 Vice President General Counsel of R.
Meeder & Associates, Inc.
(since July 1993);
Attorney, Porter, Wright,
Morris & Arthur, a law firm
(October 1984 to June 1993 ).

<FN>
*"Interested Person" of the Trust (as defined in the Investment Company Act of
1940), Flex-Partners and each Portfolio.

+P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017
</FN>
</TABLE>
<PAGE>

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

The following table shows the compensation paid by the Portfolio and
the Fund Complex as a whole to the Trustees of the Portfolio and the Fund
Complex during the fiscal year ended December 31, 1996 (the Fund was not in
existence during this period).

COMPENSATION TABLE

Pension or
Retirement Estimated Total
Aggregate Benefits Annual Compensation
Compensation Accrued as Part Benefits from Registrant
from the of Portfolio or Upon and Fund Complex
Trustee Portfolio Fund Expense Retirement Paid to Trustee

Robert S. Meeder, Sr. None None None None

Milton S. Bartholomew $1,485 None None $7,550

John M. Emery None None None $7,550

Richard A. Farr None None None $6,750

William F. Gurner None None None $5,250

Russel G. Means $1,325 None None $6,750

Lowell G. Miller None None None None

Robert S. Meeder, Jr. None None None None

Walter L. Ogle $1,200 None None $6,000

Philip A. Voelker None None None None

Roger D. Blackwell None None None $5,250

</TABLE>

Neither the Trust nor any other member of the Fund Complex pays any
pension or retirement benefits to any Trustee or officer or maintains any plan
for such purpose.

Each Trustee who is not an "interested person" is paid a meeting fee
of $250 per meeting for each of the five Portfolios. In addition, each such
Trustee earns an annual fee, payable quarterly, based on the average net
assets in each Portfolio based on the following schedule: Money Market
Portfolio, 0.0005% of the amount of average net assets between $500 million
and $1 billion; 0.00025% of the amount of average net assets exceeding $1

<PAGE>

billion. For the other four Portfolios, each Trustee is paid a fee of 0.00375%
of the amount of each Portfolio's average net assets exceeding $15 million.

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.

DEDUCTIBLE CONTRIBUTIONS

Individual Retirement Accounts (IRA):

Regular - Contributions to an IRA (except for rollovers) cannot
exceed the amount of compensation includible in gross income for the tax year
or $2,000, whichever is less. If neither you nor your spouse is an active
participant in an employer plan, you may make a contribution up to this limit
and take a deduction for the entire amount contributed. If you or your spouse
is an active participant and your adjusted gross income (AGI) is below a
certain level, you may also make a contribution and take a deduction for the
entire amount contributed. However, if you or your spouse is an active
participant and your AGI is above the specified level, the dollar limit of the
deductible contribution you make to your IRA may be reduced or eliminated.

Regular contributions are not allowed for the year in which you
attain age 70-1/2 or for any year thereafter. Contributions for a year may be
made during such year or by the tax return filing date for such year (not
including extensions), if irrevocably designated for such year, in writing,
when such contribution is made.

If you and your spouse each receive compensation during the year and
are otherwise eligible, each of you may establish your own IRA.

Spousal - You may make spousal IRA contributions for a year, if: 1)
your spouse has "compensation" that is includible in gross income for such
year; 2) you have less compensation than your spouse for such year; 3) you do
not reach age 70-1/2 by the end of such year; and 4) you file a joint
federal income tax return for such year.

For a tax year before 1997, the spousal contribution rules limit the
aggregate amount of the contributions to both of your IRAs for a year to the
lesser of $2,250 or the amount of the compensated spouse's compensation for
such year. The contributions do not have to be split equally between the IRAs
belonging to you and your spouse. However, the total contribution to either of
your IRAs may not exceed $2,000.

<PAGE>

For tax years after 1996, if you are the compensated spouse, your
contribution must be made in accordance with the regular contribution rules
above. If you are the noncompensated (or lower compensated) spouse, your
contribution may not exceed the lesser of $2,000 or 100% of the combined
compensation of you and your spouse, reduced by the amount of your spouse's
IRA contribution.

Contributions for your spouse must be made to a separate IRA
established for your spouse as the depositor or grantor of his or her own IRA
and your spouse becomes subject to all of the privileges, rules, and
restrictions generally applicable to IRAs.

Active Participant - If you are not self-employed, your Form W-2
should indicate your participation status. If you have questions about your
participation status, check with your employer or your tax advisor.

You are covered by a retirement plan for a year if your employer or
union has a retirement plan under which money is added to your account, or you
are eligible to earn retirement credits, even if you are not yet vested in
your retirement plan. Also, if you make required contributions or voluntary
contributions to an employer-sponsored retirement plan, you are an active
participant.

Adjusted Gross Income (AGI) - If you are an active participant, the
amount of your AGI for the year (if you and your spouse file a joint tax
return, your combined AGI) will be used to determine if you can make a
deductible IRA contribution. If you are at or below a certain AGI level,
called the Threshold Level, you can make a deductible contribution under the
same rules as a person who is not an active participant.

If you are single, or treated as being single, your AGI Threshold
Level is $25,000. If you are married and file a joint tax return, your AGI
Threshold Level is $40,000. If you are married, file a separate tax return,
and live with your spouse for any part of the year, your AGI Threshold is $0.

NONDEDUCTIBLE CONTRIBUTIONS

Eligibility - Even if your deduction limit is less than $2,000, you
may still contribute using the rules in the "Deductible Contributions" section
above. The portion of your IRA contribution that is not deductible will be a
nondeductible contribution. You may choose to make a nondeductible IRA
contribution even if you could have deducted part or all of the contribution.
Generally, interest or other earnings on your IRA contribution, whether from
deductible or nondeductible contributions, will not be taxed until distributed
from your IRA.

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.

<PAGE>

CONTRACTS WITH COMPANIES AFFILIATED WITH THE MANAGER

Mutual Funds Service Co. provides accounting, stock transfer,
dividend disbursing, and shareholder services to the Fund Complex. 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,
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
Funds Service Co. also serves as Administrator to the Fund pursuant to an
Administration Services Agreement. 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 administrative fee,
payable monthly, of .05% of the Fund's average net assets. These fees are
reviewable annually by the respective Trustees of the Trust and the Portfolio.

For the year ended December 31, 1996, total payments to Mutual Funds
Service Co. by the Portfolio amounted to $30,687.

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. These assets 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

<PAGE>

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 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, 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, or
upon liquidation and distribution of its assets, if approved by a majority of
the Trustees of the 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. KPMG audits financial
statements for the Fund Complex and provides other audit, tax, and related
services.

<PAGE>

FINANCIAL STATEMENTS

The audited Financial Statements and the Notes thereto for the
Portfolio, and the auditor's reports of KPMG Peat Marwick L.L.P, independent
public accountants, are herein incorporated by reference from The
Flex-Partner's Annual Reports dated December 31, 1996 and December 31, 1995.

<PAGE>

PART C
OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

Financial Statements included in Part A

Not Applicable

Financial Statements included in Part B

REGISTRANT - THE FLEX-PARTNERS' CORE EQUITY FUND

Not Applicable

PORTFOLIO - GROWTH STOCK PORTFOLIO

Portfolio of Investments - December 31, 1996 Statements of
Assets and Liabilities - December 31, 1996 Statements of
Operations - For the period ended December 31, 1996
Statements of Changes in Net Assets for the year ended
December 31, 1996 and December 31, 1995 for the Growth
Stock Portfolio
Financial Highlights

(b) EXHIBITS - THE CORE EQUITY FUND:

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.

<PAGE>

6. Underwriting Agreement between the Trust and Adviser
Dealer Services, Inc. and specimen dealer agreement
between Adviser Dealer Services, Inc. and dealers
are 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 and Accounting Services
Agreements between the Fund and Mutual Funds
Service Co. is filed herewith.

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 and Service Plans for the Class A Shares and
Class C Shares of The Core Equity Fund (formerly The
CEF Fund) dated September 23, 1996 are filed
herewith.

16. Schedule for Computation of Performance Quotation
for The Core Equity Fund is filed herewith.

17. Not Applicable.

18. Multiple Class Plan for The Core Equity Fund
(formerly The CEF Fund) is filed herewith.

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

<PAGE>

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES AT , 1997.

Title of Number of
CLASS FUND RECORD HOLDERS

Class A The Core Equity Fund 0
Shares of
Beneficial
Interest

Class C The Core Equity Fund 0
Shares of
Beneficial
Interest

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 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.

<PAGE>

(b)

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant

Charles A. Donabedian Director None
200 TechneCenter Drive,
Suite 200
Milford, OH 45150

Robert S. Meeder, Sr.* Director Trustee/President

Robert S. Meeder, Jr.* Director Trustee/Vice Pres.

Philip A. Voelker* Director Trustee/Vice Pres.

Roy E. Rogers* President/Treas. None

Donald F. Meeder* Secretary Secretary/Treas.

James B. Craver Asst. Secretary/ Asst. Secretary
42 Miller Hill Road Asst. Treasurer
Box 0811
Dover, MA 02030

*6000 Memorial Drive, Dublin, Ohio 43017
(c) Not applicable.

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 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) Not Applicable.

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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
13th day of March, 1997.

THE FLEX-PARTNERS

BY: /s/ Donald F. Meeder
---------------------
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.

MARCH 13, 1997 /s/ Donald F. Meeder
---------------- -------------------------------------
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

MARCH 13, 1997 /s/ Donald F. Meeder
---------------- ------------------------------
Date Signed Donald F. Meeder
Executed by Donald F. Meeder
Pursuant to Powers of Attorney

<PAGE>

SIGNATURES

Growth Stock 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 13th day of
March, 1997.

GROWTH STOCK PORTFOLIO

By: /s/ Donald F. Meeder
---------------------
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
March 13, 1997.

SIGNATURE TITLE

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

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

EXHIBIT 6

UNDERWRITING AGREEMENT

This Agreement made as of this ___ day of ___________, 1997, by and
between The Flex-Partners, a Massachusetts business trust (the "Trust"), and
Adviser Dealer Services, Inc., an Ohio corporation ("Underwriter").

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

WHEREAS, one such series of shares represent interests in The CEF
Fund (the "Fund"); and

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

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

1. APPOINTMENT. The Fund hereby appoints 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 Fund may terminate,
suspend or withdraw the offering of its 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 Fund, 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(d) hereof) less a discount determined by
Underwriter, which discount shall not exceed the amount of the sales charge
stated in the Fund's then current Prospectus (as defined in paragraph 5(a)
hereof) and statement of additional information. At the request of the Fund
(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 Fund shall have the right to delete from such list any
broker-dealer from whom the Fund 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 Fund. 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 Fund or in the event that the Fund 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
Fund as a dividend or stock split.

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

<PAGE>

(c) Underwriter will also have the right, as agent for the
Fund, to sell Shares at their net asset value to such persons as may
be approved by the Board of Trustees of the Trust 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) 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.

(e) 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 Fund or by
another entity on behalf of the Fund. 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 (d) above.

(f) The Fund shall receive the applicable net asset value of
their 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.

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

(h) 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 Fund shall not be permitted to
sell Shares in the state until Underwriter is so registered or such
exemption is available.

(i) 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 will, in its judgment, adversely affect the
performance of its obligations to the Fund under this Agreement.

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

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

<PAGE>

4. RULES OF NASD, ETC.

(a) Underwriter will conform in all material respects 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 Fund (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 Fund. To the extent the Fund has created any such
sales materials, the Fund 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 Fund as information supplemental to such
Prospectus. Copies of the Prospectus will be supplied by the Fund to
Underwriter in reasonable quantities upon request.

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

(a) A registration statement on Form N-1A with respect to
its Shares has been prepared and filed by the Fund with the
Commission under and in all material respects in conformity with the
requirements of the Securities Act of 1933, as amended (the "33
Act"), and the Act and the Rules and Regulations (as defined
hereinbelow); such registration statement is currently effective. As
used in this Agreement, the term "Registration Statement" means such
registration statement, including all exhibits thereto, as amended
from time to time; and the term "Prospectus" means the prospectus and
statement of additional information, as amended from time to time,
constituting a part of the Registration Statement, in the form filed
with the Commission.

(b) Neither the Commission nor any state has issued any
order preventing or suspending the use of any Prospectus, and each
Prospectus complies 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 does 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 supplements thereto contain all statements which are
required to be stated therein in accordance with the Acts and the
Rules and Regulations and 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 includes any untrue statement of a material fact
or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

(c) The Fund is a series fund 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

<PAGE>

its properties and conduct its business as now conducted; and its
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 Fund has full legal right, power and authority to
enter into this Agreement and 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
Fund as required by the Act.

(f) The Fund is not in violation of the Trust's 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 Fund. 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 or Blue Sky Laws in
connection with the purchase and distribution of the Shares by
Underwriter. The consummation by the Fund 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 Fund pursuant to the terms of, result in a breach or
violation by the Fund of any of the terms or provisions of, or
constitute a default by the Fund under, any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument to
which the Fund is a party or to which it or its property is subject,
the Declaration of Trust or By-laws of the Trust, any statute, or any
judgment, decree, order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Fund or any
of its property.

(g) The financial statements and the related notes included
in the Registration Statement and Prospectus present fairly the
financial position, results of operations and changes in financial
position of the Fund 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 Fund 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 Fund
except in each case as disclosed in or contemplated by the
Prospectus.

(i) There is not pending, or to the knowledge of the Fund,
contemplated or threatened, any action, suit, proceeding, inquiry or
investigation, to which the Fund is a party, or to which the property
of the Fund is subject, before or brought by any court or
governmental agency or body, or any arbitrator, which, if determined
adversely to the Fund 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 Fund.

(j) The Fund 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 Fund.

<PAGE>

(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 Fund 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 Fund that would materially and
adversely affect the business of the Fund.

(m) The Fund 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 FUND. The Fund covenants and agrees
with Underwriter that:

(a) The Fund will cause any subsequent amendments to the
Registration Statement 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 Fund 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 Fund 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 Fund 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 Fund 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 Fund will use its best efforts to prevent the
issuance of any such order and, if any such order is issued to obtain
the lifting thereof as promptly as practicable.

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

<PAGE>

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

7. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITER.

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

(a) Underwriter has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Ohio, 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 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 is a member of National Securities Clearing
Corporation and has been assigned a fund distributor clearing number
by Fund/Serv.

8. COVENANTS OF THE UNDERWRITER.

The Underwriter covenants and agrees with the Fund 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

<PAGE>

receiving instructions (oral or written) from the Fund 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 Fund. Neither Underwriter nor any of its
agents will give any information or make any representation with
respect to the Fund other than the information or representations
contained in the Prospectus or any sales literature authorized by the
Fund for use in connection with the offering of the Shares, or such
other information as is specifically authorized by the Fund.

(d) In offering and selling the Shares, Underwriter will
comply in all material respects 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 to 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 restraining, 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 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;

<PAGE>

(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 prior to the date
hereof; and

(viii) Has taken or failed to take any other act,
or is 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 maintain its membership with National
Securities Clearing Corporation 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
Fund/Serv. Underwriter shall promptly submit a letter to National
Securities Clearing Corporation on behalf of the Funds for an
additional member agreement for mutual fund settlement.

(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 Fund of their covenants and agreements
hereunder.

10. CONDITIONS OF THE FUNDS' OBLIGATIONS. The obligations of the
Fund hereunder shall be subject, in their 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 Fund agrees to indemnify and hold harmless the
Underwriter, each person, if any, who controls Underwriter and the
directors, officers and employees of Underwriter (each, including any
such controlling person, is referred to herein as a "related person")
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 a related 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 Fund
specifically for that purpose or based upon written information
furnished by the Fund 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 related person
for any legal or other expenses reasonably incurred by Underwriter or
such related person in connection with investigating or defending any
such loss, claim, damage, liability or action, or (iii) the failure
of the Fund's 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 Fund 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

<PAGE>

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 Fund 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 or a related person. This
indemnity agreement will be in addition to any liability which the
Fund may otherwise have.

(b) The Underwriter agrees to indemnify and hold harmless
the Trust, the Fund, the trustees and officers of the Fund and Trust,
and any person who controls the Fund or Trust within the meaning of
the 33 Act from and against any losses, claims, damages or
liabilities to which the Trust, the Fund 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 Fund or the Trust by the Underwriter expressly for use therein;
Underwriter will reimburse any legal or other expenses reasonably
incurred by the Fund or the Trust 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 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 Fund, 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 Fund and Trust, and
such trustees or officers of the Trust or Fund, such firm shall be
designated in writing by the Trust or the Fund. 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

<PAGE>

against any loss or liability by reason of such settlement or
judgment.

(d) The Fund 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 FUND. The Fund 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 its 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 Fund by
independent public accountants.

13. EXPENSES.

(a) Except as otherwise provided herein, the Fund 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 existing
shareholders.

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

(iii) Registration of its Shares under the Acts.

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

(v) Qualification of the Fund as a dealer or broker
under the laws of any jurisdiction as well as qualification
of the Fund 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 Fund 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 pursuant to
any agreement with Underwriter) incident to the sale and distribution
of the Shares sold hereunder.

14. DISTRIBUTION PLANS. The Fund 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 Fund 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 Fund pursuant to the
Plan with respect to Class A Shares and Class C Shares a fee not to

<PAGE>

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.

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 Fund 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 Fund or acting on any business of the
Fund (other than services or business in connection with
Underwriter's duties hereunder), to be rendering such services to or
acting solely for the Fund 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
Fund 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 Fund 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 Fund 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 by giving
the Fund 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 Fund.

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 two (2) years
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 Trust or by a vote of the majority of the outstanding voting
securities of the Fund and (ii) by a majority of the Trustees of the
Trust 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.

<PAGE>

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 the Fund:

The Flex-Partners
6000 Memorial Drive
Dublin, OH 43017
Attention: President

If to the Underwriter:

Adviser Dealer Services, Inc.
6000 Memorial Drive
Dublin, OH 43017
Attention: President

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 Fund, the
Trust or Underwriter may be entitled.

<PAGE>

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. AMENDMENTS.

This Agreement may not be amended except by a writing signed
by all of the parties hereto.

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:

ADVISER DEALER SERVICES, INC.

__________________________________ BY:__________________________

__________________________________ ITS:_________________________

<PAGE>

ADVISER DEALER SERVICES, INC.
6000 MEMORIAL DRIVE
DUBLIN, OHIO 43017
800-325-3539
614-766-7000

DEALER'S AGREEMENT

Adviser Dealer Services, Inc. ("Underwriter") invites you, as a
selected dealer, to participate as principal in the distribution of shares
(the "Shares") of the mutual funds set forth on Schedule A to this Agreement
(the "Funds"), of which it is the exclusive 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 Prospectus and Statement of Additional
Information of the Funds and to the terms and conditions herein set forth, and
you agree to comply with all requirements applicable to you of all applicable
laws, including 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"), including
Section 24 of the Rules of Fair Practice of the NASD. You will not offer the
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.

2. (a) You will receive a discount from the public offering
price ("concession") on all Shares purchased by you from Underwriter as
indicated on Schedule A, as it may be amended by Underwriter from time to time.

(b) In all transactions in open accounts in which you are
designated as Dealer of Record, you will receive the concessions as set forth
on Schedule A. 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. No
dealer concessions will be allowed on purchases generating less than $1.00 in
dealer concessions.

(c) As the exclusive underwriter of the Shares, Underwriter
reserves the privilege of revising the discounts specified on Schedule A at
any time by written notice.

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 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.

5. All orders are subject to acceptance or rejection by Underwriter
in its sole discretion. The Underwriter reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of Shares entirely.

6. Payment shall be made to the Funds and shall be received by their
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 such
Shares to secure payment therefor. You appoint Underwriter as your agent 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 (a) to cancel the sale, (b) to sell the
Shares ordered by you back to the Funds, or (c) 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. No person is authorized to make any representations concerning
Shares of the Funds except those contained in the current applicable
Prospectus and Statement of Additional Information and in sales literature
issued and furnished by Underwriter supplemental to such Prospectus.
Underwriter will furnish additional copies of the current Prospectus and

<PAGE>

Statement of Additional Information 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 current Prospectus and
Statement of Additional Information furnished to you by Underwriter from time
to time and upon such written representations as may hereafter be made by
Underwriter to you over its signature.

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 purchasing such Shares
and any co-owners of such Shares.

10. You will (a) 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 records available to Underwriter or
to the Funds as are requested, and (b) 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. Underwriter has adopted compliance standards, attached hereto as
Schedule B, as to when particular classes of Shares may appropriately be sold
to particular investors. You agree that all persons associated with you will
conform to such standards when selling Shares.

12. 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) All conditional orders received by Underwriter must be
at a specified definite price.

(c) If any Shares purchased by you are repurchased by the
Funds (or by Underwriter for the account of the Funds) or are tendered for
redemption within seven business days after confirmation of the original sale
of such Shares (1) you agree to forthwith refund to Underwriter the full
concession allowed to you on the original sale, such refund to be paid by
Underwriter to the Funds, and (2) Underwriter shall forthwith pay to the Funds
that part of the discount retained by Underwriter on the original sale. Notice
will be given to you of any such repurchase or redemption within ten days of
the date on which the repurchase or redemption request is made.

(d) Neither 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 for the
account of a record holder to Underwriter or the Funds at the net asset value
currently quoted by, or for, the Funds and charging the investor a fair
commission for handling the transaction.

(e) 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.

13. You agree that you will indemnify Underwriter, the Funds, the
Funds' transfer agent, the Funds' investment adviser, and the Funds' custodian
and hold such persons harmless from any claims or assertions relating to the
lawfulness of your company's participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any persons
or entities affiliated with your company which are performed in connection
with the discharge of your responsibilities under this Agreement. If any such
claims are 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.

<PAGE>

14. This Agreement will automatically terminate in the event of its
assignment. Either party hereto may cancel this Agreement without penalty upon
ten days' written notice. This Agreement may also be terminated as to any Fund
at any time without penalty by the vote of a majority of the members of the
Board of Trustees of the terminating Fund who are not "interested persons" (as
such term is defined in the Investment Company Act of 1940) and who have no
direct or indirect financial interest in the applicable Fund's Distribution
Expense Plan or any agreement relating to such Plan, including this Agreement,
or by a vote of a majority of the outstanding voting securities of the
terminating Fund on ten days' written notice.

15. All communications to Underwriter shall be sent to Adviser Dealer
Services, Inc., 6000 Memorial Drive, Dublin, Ohio 43017, or at such other
address as Underwriter may designate in writing. Any notice to you shall be
duly given if mailed or transmitted by facsimile with original to follow by
mail to you at the address of your principal office, as indicated below in
your acceptance of this Agreement.

16. This Agreement supersedes any other agreement with you
relating to the offer and sale of the Shares, and relating to any other
matter discussed herein.

17. This Agreement shall be binding (i) upon placing your first order
with Underwriter for the purchase of Shares, or (ii) upon receipt by
Underwriter in Dublin, Ohio 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 the State of Ohio.

18. The undersigned, executing this Agreement on behalf of Dealer,
hereby warrants and represents that he is duly authorized to so execute this
Agreement on behalf of Dealer.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return one copy of this Agreement to the
Underwriter.

ACCEPTED BY DEALER ADVISER DEALER SERVICES, INC.

By:_________________________________ By:__________________________
Authorized Signature, Position

___________________________________ _____________________________
Type or Print Name Date

Dealer Name:

Address:

Phone:

__________________________________
Date

Revised 1/27/97

<PAGE>

SCHEDULE A

MUTUAL FUNDS SUBJECT
TO DEALERS AGREEMENT

The Core Equity Fund

<PAGE>

SCHEDULE B

POLICIES AND PROCEDURES
WITH RESPECT TO SALES
OF DUAL PRICING FUND

As certain Funds distributed by Adviser Dealer Services, Inc. (the
"Multiple Pricing Funds") offer more than one class of Shares subject to
different levels of sales charges, it is important for an investor not only to
choose the Fund that best suits his investment objectives, but also to choose
the sales financing method which best suits his particular situation. To
assist investors in these decisions, we are instituting the following policy:

1. Any purchase order sufficient to qualify for the elimination of
a front-end sales charge must be for Class A Shares.

2. Any purchase order for $100,000 or greater is subject to
approval by a registered principal of the Underwriter, who must
approve the purchase order for the proper class of Shares in
light of the relevant facts and circumstances, including:

(a) the specific purchase order dollar amount;

(b) the length of time the investor expects to hold the Shares;
and

3. Any order to exchange Class A Shares of a Multiple Pricing Fund
(or Shares of another Fund having a maximum sales load equal to
or greater than Class A Shares of the Multiple Pricing Funds)
for Shares of another Multiple Pricing Fund will be for Class A
Shares only. Other classes of a Multiple Pricing Fund may be
exchanged for another class of a different Multiple Pricing
Fund, provided that the multiple exchange is subject to approval
by a registered principal of Underwriter, who must approve the
exchange in light of the relevant facts and circumstances.

There are instances when one financing method may be more appropriate
than the other. For example, investors who would qualify for a significant
discount from the maximum sales charge on Class A Shares may determine that
payment of such a reduced front-end sales charge is superior to payment of the
higher ongoing distribution fee applicable to other classes of Shares. On the
other hand, an investor whose order would not qualify for such a discount may
wish to pay a lower sales charge and have more of his funds invested in other
classes of Shares. If such an investor anticipates that he will redeem his
Shares within a short period of time, the investor may, depending on the
amount of his purchase, choose to bear higher distribution expenses than if he
had purchased Class A Shares.

In addition, investors who intend to hold their Shares for a
significantly long time may wish to purchase Class A Shares in order to avoid
the higher ongoing distribution expenses of other classes of Shares.

The appropriate supervisor must ensure that all employees receiving
investor inquiries about the purchase of Shares of Multiple Pricing Funds
advise the investor of the available financing methods offered by mutual
funds, and the impact of choosing one method over another. It may be
appropriate for the supervisor to discuss the purchase with the investor.

This policy is effective immediately with respect to any order for
the purchase of Shares of all Multiple Pricing Funds. Questions relating to
this policy should be directed to Elyse Jurman of the Underwriter, at
614-766-7000.

Revised 1/27/97

SCHEDULE A

COMMISSION SCHEDULE

THE CORE EQUITY FUND - CLASS A

- -------------------------------------------- --------------------- ----------------------
Dollar amount of Purchase Total Deale
(At Offering Price) Sales Concess
Charge*
- -------------------------------------------- --------------------- ----------------------

Up to $100,000 4.00% 3.50%
- -------------------------------------------- --------------------- ----------------------
$100,000 to $249,999 3.50% 3.00%
- -------------------------------------------- --------------------- ----------------------
$250,000 to $499,999 3.00% 2.50%
- -------------------------------------------- --------------------- ----------------------
$500,000 to $999,999 2.50% 2.00%
- -------------------------------------------- --------------------- ----------------------
$1,000,000 or more None None
- -------------------------------------------- --------------------- ----------------------

Payment to broker/dealer, paid quarterly, based on assets of each registered
representative as follows:

- ---------------------------------- ------------------- -------------------------- ------------------
Dollar amount Shareholder 12b-1 Total
in Fund Servicing Fee
- ---------------------------------- ------------------- -------------------------- ------------------

Under $3,000,000 25bp 5bp 30bp
$3,000,001 up to $5,000,000 25bp 10bp 35bp
Over $5,000,001 25bp 15bp 40bp
- ---------------------------------- ------------------- -------------------------- ------------------

</TABLE>

THE CORE EQUITY FUND - CLASS C

The Funds will be offered to clients at net asset value. A commission of 1% of
the purchase amount of Class C shares will be paid to participating brokers at
the time of purchase. Purchases of Class C shares are subject to a contingent
deferred sales load, according to the following schedule:

--------------------------------- -----------------------------
Up to 18 months 1.50%
18 to 24 month 0.75%
--------------------------------- -----------------------------

Paid to broker/dealer, paid quarterly, based on assets of each registered
representative as follows:

</TABLE>

Trailing commission will be paid quarterly beginning in the thirteenth month
as described above.

Brokers may invest for their own account at NAV.

EXHIBIT 9
ADMINISTRATION AGREEMENT

The Flex-Partners
The CEF Fund
and
Mutual Funds Service Co.

This Agreement dated as of the 2nd day of November, 1996, made by and
between The Flex-Partners (the "Trust"), a business trust operating as an
open-end investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, and Mutual Funds Service Co. ("Agent"), a
corporation organized and existing under the laws of the State of Ohio.

W I T N E S S E T H

WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the Trust's series, The CEF Fund - Class A Shares and
Class C Shares (individually a "Fund" and collectively, the "Funds"); and

WHEREAS, pursuant to a separate agreement (the "Custodian
Agreement"), Star Bank, N.A. (the "Bank") performs the duties of Custodian of
the securities and cash of the Trust;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:

SECTION 1. The Trust hereby appoints Agent as its Transfer,
Redemption and Dividend Disbursing Agent for the Trust's series, The CEF Fund
- - Class A Shares and Class C Shares, and Agent accepts such appointments and
agrees to act in such capacities upon the terms set forth in this Agreement.

TRANSFER AGENCY

SECTION 2. Agent will maintain registry records in the usual form in
which it will note the issuance, transfer and redemption of Shares and the
issuance and transfer of Share Certificates. Agent is also authorized to
maintain an account entitled Unissued Certificate Account in which it will
record the Shares and fractions of Shares issued and outstanding from time to
time for which issuance of Share Certificates was not requested. The Trust
shall provide to the Agent reports for each Fund of Fund Share purchases,
redemptions and total Shares outstanding on the next business day after each
net asset valuation. Agent is authorized to keep records for each Fund in
which it will note the names and registered addresses of Shareholders, and the
number of Shares and fractions from time to time owned by then for which no
Share Certificates are outstanding.

<PAGE>

SECTION 3. Agent will issue Share Certificates for Shares of each
Fund, only upon receipt of a written request from a Shareholder. In all other
cases, the Trust authorizes Agent to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Agent, as Transfer Agent, shall merely note on its stock registry records
the issuance of the Shares and fractions, if any; shall credit the Unissued
Certificate Account with the Shares and fractions issued; and shall credit the
proper number of Shares and fractions to the respective Shareholders.
Likewise, whenever Agent has occasion to surrender for redemption Shares and
fractions to the respective Shareholders, it shall be unnecessary to issue
Share Certificates for redemption purposes. The Trust authorizes Agent in such
cases to process the transactions by appropriate entries in its stock transfer
records, and debiting of the unissued Certificate Account and the record of
issued Shares outstanding.

SECTION 4. Agent in its capacity as Transfer Agent will, in addition
to the duties and functions above-mentioned, perform the usual duties and
functions of a stock Transfer Agent for a corporation. It will countersign for
issuance or reissuance Share Certificates representing original issue or
reissued treasury Shares as directed by the written instructions of the Trust,
and will transfer Share Certificates registered in the name of Shareholders
from one Shareholder to another in the usual manner. Agent may rely
conclusively and act without further investigation upon any list, instruction,
certification, authorization, Share Certificate or other instrument or paper
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned, or executed by a duly authorized person or persons, or
upon the instructions of any officer of the Trust, or upon the advice of
counsel for the Trust or for Agent. Agent may record any transfer of Share
Certificates which is believed by it in good faith to have been duly
authorized or may refuse to record any transfer of Share Certificates if in
good faith Agent deems such refusal necessary in order to avoid any liability
to any person.

SECTION 5. In case of any request or demand for the inspection of the
Share records of the Trust, Agent as Transfer Agent, shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to
do so.

ISSUANCE OF SHARES

SECTION 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase
orders received for each Fund since the last determination of each Fund's net
asset value.

Immediately after 4:00 p.m., Columbus time, on each day that the
Trust and Agent are open for business or on any other day on which there is
sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of a Fund's Shares might be materially affected, Agent
shall obtain from the Trust a quotation (on which it may conclusively rely) of
the net asset value per Share determined as of 4:00 p.m., Columbus

<PAGE>

time, on that day. Agent shall proceed to calculate for each Fund the amount
available for investment in Shares at the quoted net asset value, the number
of Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased for each Fund and confirm such number to the
trust in writing.

SECTION 7. Agent having made the calculations provided for in Section
6, shall thereupon for each Fund pay over the net asset value of Shares
purchased to the Bank. The payment shall then be deposited in an account
maintained under the Custodian Agreement. The proper number of Shares and
fractional Shares for each Fund shall then be issued daily and credited by
Agent to the Unissued Certificate Account. The Shares and fractional Shares
purchased for each Shareholder will be credited by Agent to his separate
account. Agent shall mail to each Shareholder a confirmation of each purchase,
with copies to the Trust if balance, the new Share balance, the Shares held
under a Plan (if any), the Shares for which Stock Certificates are outstanding
(if any), the amount invested and the price paid for the newly purchased
Shares.

REDEMPTIONS

SECTION 8. Agent shall, for each Fund, prior to the daily
determination of net asset value in accordance with the Trust's prospectus,
process all requests from Shareholders to redeem Shares and determine the
number of Shares required to be redeemed to make monthly payments, automatic
payment or the like. Thereupon, Agent shall advise the Fund of the total
number of Shares available for redemption and the number of Shares and
fractional Shares requested to be redeemed. The Fund shall then quote to Agent
the applicable net asset value, whereupon Agent shall furnish the Fund with an
appropriate confirmation of the redemption and process the redemption by
filing with the Bank an appropriate statement and making the proper
distribution and application of the redemption proceeds in accordance with the
Trust's prospectus. The stock registry books recording outstanding Shares, the
Unissued Certificate Account and the individual account of the Shareholder
shall be properly debited.

In lieu of carrying out the redemption procedures hereinabove
provided for in this Section 8, Agent may, at the request of the Fund, sell
Shares to the Fund as repurchases from Shareholders, provided that in each
such case the sale price shall be not less than the applicable redemption
price. In such case the redemption procedures shall be appropriately modified.

SECTION 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:

(a) By check mailed to Shareholder at his registered address.
The request and stock certificates, if any, for Shares being redeemed, must
have the owner's signature

<PAGE>

guaranteed by a domestic commercial bank or trust company or a member firm of
a national securities exchange.

(b) By wire to a designated bank or broker upon telephone request,
without signature guarantee, if such redemption procedure has been elected by
the Shareholder on the Account Application. Any change in the designated bank
or broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.

(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.

DIVIDENDS

SECTION 10. It is mutually understood by the parties that the Fund
intends to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with
the Trust's currently effective prospectus. The Agent shall compute the
dividends per Share payable with respect to the account of each Shareholder
and the number of additional Shares and fractional Shares to be issued with
respect to such dividends. The Agent shall notify the Fund of the total number
of additional Shares and fractional shares which have been issued. The Agent
shall maintain records as to the additional shares and fractional Shares
issued with respect to the account of each Shareholder.

In the event that the Trust changes a dividend policy for a Fund or
orders the distribution of any long-term gains with respect to a Fund, the
Trust shall notify the Agent of such resolution of its Trustees declaring a
dividend or other distribution, the amount payable per Share, the record date
for determining Shareholders entitled to payment, the net asset value to be
used for reinvestments of dividends and the payment date. The Agent shall, on
the designated payment date, calculate the amount to be reinvested in Shares
and fractional Shares for each Shareholder.

GENERAL PROVISIONS

SECTION 11. Agent shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends and dividend reinvestments, in which
will be noted and transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding.

SECTION 12. Agent agrees to make available upon request and to
preserve for the periods prescribed in Rule 31a-2 under the Investment Company
Act of 1940 any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under said Act.

<PAGE>

SECTION 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation
of and mailing Federal Tax Information Forms, mailing semi-annual reports of
the Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.

SECTION 14. Except as set forth in Section 6, nothing contained in
this Agreement is intended to or shall require Agent in any capacity
hereunder, to perform any functions or duties on any holiday, day of special
observance or any other day on which Agent or the New York Stock Exchange is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and Agent are open.

SECTION 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its
corporate capacity arising out of its compensation hereunder.

SECTION 16. (a) Except as set forth below in this Section 16, the
Trust shall indemnify Agent and save it harmless from and against all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
and from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities incurred by Agent in connection with
any such action, suit, or claim. Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in
connection with its performance under this Agreement, which, in the opinion of
its counsel, may involve it in expense or liability, and the Trust shall, so
often as reasonably requested, furnish Agent with satisfactory indemnity
against such expense or liability, and upon request of Agent the Trust shall
assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity; provided, however, that Agent shall give the Trust notice
and reasonable opportunity to defend any such action, suit, or claim, in the
name of the Trust or Agent or both.

Without limiting the foregoing:

(i) Agent may rely upon the advice of the Trust, or of
counsel, who may be counsel for the Trust or counsel for Agent, and
upon statements of accountants, brokers and other persons believed by
it in good faith to be expert in the matters upon which they are
consulted and for any actions taken in good faith upon such
statements, Agent shall not be liable.

(ii) Agent shall not be liable for any action taken in good
faith reliance upon any written or oral instruction or certified copy
of any resolution of the Board of Trustees of the Trust, and Agent
may rely upon the genuineness of any

<PAGE>

such document or copy thereof believed in good faith by Agent to have
been validly executed.

(iii) Agent may rely and shall be protected in acting upon
any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, or other paper or document believed by it to
be genuine and to have been signed or presented by the purchaser,
Trust or other proper party or parties.

(b) Notwithstanding the provisions of Paragraph (a), it is intended
that insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by
Agent, such liability shall be borne by Agent's insurance carriers. In the
event of any loss occurring which is attributable to any payment upon a forged
instrument, oversight, error or omission by Agent, Agent shall use its best
efforts to have its insurance carriers bear the loss.

SECTION 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without
a signature guarantee. The Trust hereby agrees to indemnify and hold Agent,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands, losses whatsoever
arising out of or in connection with a payment by Agent upon redemption of
Shares without a signature guarantee and upon the request of Agent the Trust
shall assume the entire defense of any action, suit or claims subject to the
foregoing indemnity. Agent shall notify the Trust of any such action, suit or
claim with 30 days after receipt by Agent of notice thereof.

SECTION 18. The Trust shall promptly cause to be turned over to Agent
all records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.

SECTION 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.

SECTION 20. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and the Agent.

SECTION 21. Either the Trust or Agent may give 30 days' written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice.

SECTION 22. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing,
and shall be delivered in person or sent by first class mail, postage prepaid,
to the respective parties as follows:

<PAGE>

IF TO THE FUND:
The Flex-Partners
The CEF Fund
6000 Memorial Drive
Dublin, OH 43017

IF TO AGENT:
Mutual Funds Service Co.
6000 Memorial Drive
Dublin, OH 43017

SECTION 23. The Trust represents and warrants to Agent that the
execution and delivery of this Administration Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of
the Trustees of the Trust.

SECTION 24. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

SECTION 25. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without the
written consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written.

THE FLEX-PARTNERS
THE CEF FUND -
CLASS A AND CLASS C SHARES

By: /s/ Wesley F. Hoag, Vice President

MUTUAL FUNDS SERVICE CO.

By:/s/ Donald F. Meeder

<PAGE>

MUTUAL FUNDS SERVICE COMPANY

FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISBURSING AND SHAREHOLDER SUPPORT SERVICES

CURRENT FEE SCHEDULE

A. STOCK TRANSFER AND DIVIDEND DISBURSING AND SHAREHOLDER SUPPORT
SERVICES

THE GREATER OF

MINIMUM ANNUAL FEE - $4,000 for each Fund or each Class of Shares
(payable monthly based upon an annual per account fee as follows):

$15 per shareholder account on each Fund or each Class of Shares except the
Money Market and Institutional Funds $20 per shareholder account in the Money
Market and Institutional Funds

Basis Point Fee (Based on average annual net assets - payable monthly)

10 Basis Points on Equity Funds (Growth, Muirfield, Total Return, BTB Class A,
BTB Class C, TAA Class A and TAA Class C, CEF Class A and CEF Class C)
6 Basis Points on Daily Accrual Funds (Bond, Money Market, Global and
Institutional)

B. In addition, all out-of-pocket expenses shall be separately charged.

dmcefadm

<PAGE>

ACCOUNTING SERVICES AGREEMENT

THE FLEX-PARTNERS
THE CEF FUND

THIS AGREEMENT, dated the 2nd day of November, 1996, made by and
between THE FLEX-PARTNERS (the "Trust"), a mutual fund organized as a business
trust under the laws of the Commonwealth of Massachusetts and operating as an
open-end investment company comprised of its sixth and seventh series, which
have been designated THE CEF FUND - CLASS A AND CLASS C SHARES (individually a
"Fund" and collectively the "Funds"), and MUTUAL FUNDS SERVICE CO. ("Agent"),
a corporation duly organized and existing in the State of Ohio;

WITNESSETH THAT:

WHEREAS, the Trust desires to appoint the Agent as its Accounting
Services Agent for the Funds to perform certain accounting and record keeping
functions required of a duly registered investment company; to file certain
financial reports; to maintain and preserve certain books, accounts, and
records as the basis for such reports; and to perform certain daily functions
in connection with such accounts and records;

WHEREAS, the Agent is willing to perform such functions upon the
terms and conditions herein set forth; and

WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Funds,

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:

Section 1. The Trust shall turn over to the Agent all of the accounts
and records previously maintained for each Fund by or for the Trust. The Agent
shall be entitled to rely exclusively on the completeness and correctness of
the accounts and records turned over to it by the Trust, and the Trust shall
indemnify and hold the Agent harmless of and for any and all expenses,
damages, claims, suits, liabilities, actions, demands, and losses whatsoever
arising out of or in connection with any errors, omission, inaccuracy, or
other deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by the
Agent knowledgeably to perform its functions hereunder.

Section 2. The Agent shall examine and review each Fund's existing
accounts, records, and other documents, and systems in order to determine or
recommend how such accounts, records, and other documents, and systems shall
be maintained.

<PAGE>

Section 3. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of each Fund, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2,
of the Investment Company Act of 1940, as amended, and as may be mutually
agreed to between the Trust and the Agent:

(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral
therefor
(l) Trial Balances

Unless appropriate information necessary to perform the above
functions is furnished to the Agent in a timely manner, the Agent shall incur
no liability to the Trust or any other person.

It shall be the responsibility of the Trust to furnish the Agent with
the declaration, record, and payment dates and amounts of any dividends or
income and any other special actions required concerning the Securities of
each Fund.

The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.

Section 4. Upon receipt by the Agent of written or oral instructions,
the Agent shall make proper accounting entries in accordance therewith. The
Trust shall direct that each broker-dealer, or other person through whom a
transaction has occurred, shall send a confirmation thereof to the Agent. The
Agent shall verify this confirmation against the written or oral instructions
when received from the Trust and forward the confirmation to the Custodian.
The Agent shall promptly notify the Trust of any discrepancy between the
confirmation and the Trust's written instructions when received from the Trust
but shall incur no responsibility or liability for such discrepancy. The Trust
shall cause any necessary corrections to be made and shall advise the Agent
and the Custodian accordingly.

Section 5. The Agent shall calculate each Fund's net asset value in
accordance with the Trust's currently effective prospectus, once daily.

<PAGE>

The Agent shall prepare and maintain a daily evaluation of Securities
for which market quotations are available by the Agent's use of Bloomberg
Financial Markets and ILX Quotation Services; all other Securities shall be
evaluated in accordance with the Trust's written instructions, and the Agent
shall have no responsibility or liability for the accuracy of the information
supplied by the Trust or upon the written instructions.

The Trust assumes all responsibility for computation of "amortized
cost", valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.

Section 6. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall
be reconciled with the Agent's accounts and records maintained for each Fund.
The Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.

Section 7. The Agent shall supply daily and periodic reports to the
Trust, as required by law or regulation, and as requested by the Trust and
agreed upon by the Agent.

Section 8. The Trust shall report and confirm to the Transfer Agent
all Share purchases and redemptions of which it is aware. The Agent shall
obtain from the Transfer Agent daily reports of Share purchases, redemptions,
and total shares outstanding.

The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.

Section 9. The accounts and records of the Funds maintained by the
Agent shall be the property of the Trust, and shall be made available to the
Trust, within a reasonable period of time, upon demand. The Agent shall assist
the Trust's independent auditors, or upon approval of the Trust, or upon
demand, any regulatory body, in any requested review of a Fund's accounts and
records but shall be reimbursed for all expenses and employee time invested in
any such review outside of routine and normal periodic review. Upon receipt
from the Trust of the necessary information, the Agent shall supply the
necessary data for the Trust's completion of any necessary tax returns,
questionnaires, periodic reports to Shareholders of the Funds, and such other
reports and information requests as the Trust and the Agent shall agree upon
from time to time.

Section 10. The Agent and the Trust may from time to time adopt
uniform or standing procedures, and the Agent may conclusively assume that any
procedure approved by the Trust, or directed by the Trust, does not conflict
with or violate any requirements of its prospectus, Declaration of Trust,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible to notify the Agent of any changes in
regulations or rules which might necessitate changes in the Agent's
procedures.

<PAGE>

Section 11. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent
shall not be liable for any actions taken in good faith upon such statements.

Section 12. The Agent shall not be liable for any action taken in
good faith reliance upon any authorized oral instructions, any written
instructions, any certified copy of any resolution of the Trustees of the
Trust or any other document reasonably believed by the Agent to be genuine and
to have been executed or signed by the proper person or persons. The Trust
will send written instructions to cover oral instructions, and the Agent will
compare the information against the oral instructions previously furnished.
The Agent will inform the Trust immediately of any noted discrepancy or will
request, if no written instruction is received in a reasonable time, that the
Trust forward same to Agent.

The Agent shall note be held to have notice of any change of
authority of any officer, employee, or agent of the Trust until receipt of
notification thereof by the Trust.

In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all
claims and liabilities (including reasonable expenses for legal counsel)
incurred by or assessed against the Agent in connection with the performance
of this Agreement, except such as may arise from the Agent's own negligent
action, omission, or willful misconduct; provided, however, that before
confessing any claim against it, the Agent shall give the Trust reasonable
opportunity to defend against such claim in the name of the Trust, the Fund or
the Agent or any of them.

Section 13. The Shareholders, Trustees, officers, employees and
agents of the Trust shall not be personally bound by or liable hereunder, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim hereunder as provided for in the Declaration of Trust.

Section 14. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in a Schedule attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.

Section 15. Nothing contained in this Agreement is intended to or
shall require the Agent, in any capacity hereunder, to perform any functions
or duties on any holiday or other day of special observance on which the New
York Stock Exchange is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next business day
on which both the New York Stock Exchange and the Agent are open.

Section 16. This Agreement may be terminated by either party upon 60
days' prior written notice.

<PAGE>

Section 17. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing,
and shall be delivered in person or sent by first class mail, postage prepaid,
to the respective parties as follows:

If to the Trust:

The Flex-Partners
The CEF Fund
Attention: Robert S. Meeder, President
c/o R. Meeder & Associates, Inc.
6000 Memorial Drive
Box 7177
Dublin, OH 43017

If to the Agent:

Mutual Funds Service Co.
6000 Memorial Drive
Box 7177
Dublin, OH 43017

Section 18. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

Section 19. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Agent, or by the Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.

Section 20. This Agreement shall be governed by the laws of the State
of Ohio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.

THE CEF FUND - CLASS A AND
CLASS C SHARES

By /s/ Wesley F. Hoag, Vice President

MUTUAL FUNDS SERVICE CO.

dmcefacc By /s/ Donald F. Meeder

EXHIBIT 15
DISTRIBUTION AND SERVICE PLAN
OF
THE CEF FUND - CLASS A SHARES

DISTRIBUTION AND SERVICE PLAN, dated as of September 23, 1996, of The
Flex-Partners, a Massachusetts business trust ("Trust").

WITNESSETH:

WHEREAS, the Trust has been organized to operate as an open-end
management investment company and is registered under the Investment Company
Act of 1940, as amended (collectively with the rules and regulations
promulgated thereunder, the "1940 Act"); and

WHEREAS, the Trust intends to distribute Shares of The CEF Fund -
Class A Shares (the "Fund") in accordance with Rule 12b-1 under the 1940 Act
("Rule 12b-1"), and desires to adopt this Distribution and Service Plan (the
"Plan") as a plan of distribution pursuant to such Rule;

WHEREAS, the Trust desires to engage Adviser Dealer Services, Inc.,
an Ohio corporation (along with any successor underwriter, the "Underwriter"),
to provide (or cause to be provided) certain distribution and shareholder
services for the Trust;

WHEREAS, the Trust desires to enter into a distribution agreement (in
such form as may from time to time be approved by the Board of Trustees of the
Trust in the manner specified in Rule 12b-1 (the "Distribution Agreement"))
with the Underwriter, whereby the Underwriter will provide facilities and
personnel and render services to the Trust in connection with the offering and
distribution of the Shares of the Fund; and

WHEREAS, the Board of Trustees, in considering whether the Fund
should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should
be adopted and implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use assets of the Fund
for such purposes, and has determined that there is a reasonable likelihood
that the adoption and implementation of this Plan will benefit the Fund and
its shareholders.

NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Fund as a plan of distribution in accordance with Rule 12b-1, on the following
terms and conditions:

1. As specified in the Underwriting Agreement, the Trust will
reimburse the Underwriter for costs and expenses incurred in connection with
the distribution and marketing of Shares of the Fund. Such distribution
costs could include, without

<PAGE>

limitation, advertising expenses and the expenses of printing (excluding
typesetting) and distributing prospectuses and reports used for sales
purposes, expenses of preparing and printing sales literature; expenses of
sales employees or agents of the Underwriter, including salary, commissions,
travel and related expenses, payments to broker-dealers, banks or other
financial institutions ("Dealers") for services in connection with the
distribution of shares, including service fees and trail or maintenance
commissions calculated with reference to the average daily net asset value of
shares held by shareholders who have a brokerage or other service relationship
with the Dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to be made
by the Underwriter pursuant to the Underwriting Agreement.

2. The Trust may pay the Underwriter distribution fees from the Fund
not to exceed on an annual basis 0.25% of the average daily net assets of the
Fund for its then-current fiscal year as reimbursement for costs and expenses
incurred in connection with the distribution and sales of Shares of the Fund.
To the extent such expenses exceed the stated limit, the Underwriter will bear
such expenses.

3. The Trust may also pay the Underwriter service fees from the Fund
not to exceed on an annual basis 0.25% of the average daily net assets of the
Fund for its then-current fiscal year in connection with providing (or causing
to be provided) personal services and shareholder account maintenance
services.

4. The Trust shall pay or cause to be paid all fees and expenses of
any independent auditor, legal counsel, administrator, sponsor, transfer
agent, custodian, registrar or dividend disbursing agent of the Trust;
expenses of distributing and redeeming Shares and (other than the service fees
covered by the Plan) servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of the Trust; insurance premiums; expenses of calculating the net
asset value of Shares; expenses of shareholder meetings; and expenses relating
to the issuance, registration and qualification of Shares.

5. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.

6. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of the Fund, and (b)
approval by a vote of the Board of Trustees of the Fund and a vote of 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 Plan or
in any agreement related to the Plan (the "Qualified Trustees"), such votes to
be cast in person at a meeting called for the purpose of voting on this Plan.

<PAGE>

7. This Plan shall continue in effect indefinitely; provided,
however, that such continuance is subject to annual approval by a vote of the
Board of Trustees of the Fund and a majority of the Qualified Trustees, such
votes to be cast in person at a meeting called for the purpose of voting on
continuance of this Plan. If such annual approval is not obtained, this Plan
shall expire on the date which is fifteen months after the date of the last
approval.

8. This Plan may be amended at any time by the Board of Trustees,
provided, that (a) any amendment to increase materially the amount that may be
expended from the assets of the Fund for the services described herein shall
be effective only upon approval by a vote of a "majority of the outstanding
voting securities" of the Fund, and (b) any material amendment of this Plan
shall be effective only upon approval by a vote of the Board of Trustees, and
a majority of the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on such amendment. This Plan may be
terminated at any time with respect to the Fund by a vote of a majority of the
Qualified Trustees or by a vote of a "majority of the outstanding voting
securities" of the Fund.

9. The Fund and the Underwriter each shall provide the Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Plan and the purposes for
which such expenditures were made.

10. While this Plan is in effect, the selection and nomination of
Trustees who are not "interested persons" of the Trust shall be committed to
the discretion of the Trustees who are not "interested persons" of the Trust.

11. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in
the 1940 Act.

12. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 9 hereof
(collectively, the "Records") for a period of six years from the end of the
fiscal year in which such Record was made, and each such Record shall be kept
in an easily accessible place for the first two years of said record-keeping.

13. This Plan shall be construed in accordance with the laws of
Massachusetts and the applicable provisions of the 1940 Act.

14. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Plan shall
not be affected thereby.

dmcefdis

<PAGE>

DISTRIBUTION AND SERVICE PLAN
OF
THE CEF FUND - CLASS C SHARES

DISTRIBUTION AND SERVICE PLAN, dated as of September 23, 1996, of The
Flex-Partners, a Massachusetts business trust ("Trust").

WITNESSETH:

WHEREAS, the Trust intends to distribute Shares of The CEF Fund -
Class C Shares (the "Fund") in accordance with Rule 12b-1 under the 1940 Act
("Rule 12b-1"), and desires to adopt this Distribution and Service Plan (the
"Plan") as a plan of distribution pursuant to such Rule;

NOW, THEREFORE, the Board of Trustees hereby adopts this Plan for the
Fund as a plan of distribution in accordance with Rule 12b-1, on the following
terms and conditions:

<PAGE>

could include, without limitation, advertising expenses and the expenses of
printing (excluding typesetting) and distributing prospectuses and reports
used for sales purposes, expenses of preparing and printing sales literature;
expenses of sales employees or agents of the Underwriter, including salary,
commissions, travel and related expenses, payments to broker-dealers, banks or
other financial institutions ("Dealers") for services in connection with the
distribution of shares, including service fees and trail or maintenance
commissions calculated with reference to the average daily net asset value of
shares held by shareholders who have a brokerage or other service relationship
with the Dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to be made
by the Underwriter pursuant to the Underwriting Agreement.

2. The Trust may pay the Underwriter distribution fees from the Fund
not to exceed on an annual basis 0.75% of the average daily net assets of the
Fund for its then-current fiscal year as reimbursement for costs and expenses
incurred in connection with the distribution and sales of Shares of the Fund.
To the extent such expenses exceed the stated limit, the Underwriter will bear
such expenses.

<PAGE>

11. For the purposes of this Plan, the terms "interested persons"
and "majority of the outstanding voting securities" are used as defined in
the 1940 Act.

13. This Plan shall be construed in accordance with the laws of
Massachusetts and the applicable provisions of the 1940 Act.

14. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Plan shall
not be affected thereby.

dmcefdis

EXHIBIT 16

THE CORE EQUITY FUND
TOTAL RETURN COMPUTATION SCHEDULE

Method by which total return (ending redeemable value) is computed:

P (1 + T)n = ERV

P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of one, five or 10-year periods (or
fractional portion thereof)

THE CEF FUND 1 YEAR 5 YEARS 10 YEARS
- ------------ ------ ------- --------

Beginning Account Balances $1,000.00 $1,000.00 $1,000.00
Average Annual Total Return -0- -0- -0-
Ending Redeemable Value $ 0.00 $ 0.00 $ 0.00

Formula Computation:

1 year: $1,000 (1 + .0000) = $0.00

5 years: $1,000 (1 + .0000)5 = $0.00

10 years: $1,000 (1 + .0000)10 = $0.00

</TABLE>

EXHIBIT 18

MULTIPLE CLASS PLAN - THE CEF FUND

The Flex-Partners Trust (the "Trust") will offer two classes of
shares of The CEF 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 2.5% for
purchases of $500,001 to $1 million. There will be no sales charge on sales of
$1,000,001 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

<PAGE>

in value of shares or shares acquired through 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.

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; and (5) the designation of such classes (sometimes (1), (2), (3), (4),
and (5) are referred to herein as the "Class Dissimilarities"). Other than as
noted above, the classes would be identical in all respects.

<PAGE>

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.

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.

<PAGE>

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.

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.

<PAGE>

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:

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 12 below; and (e) different exchange
privileges. Any additional incremental expenses not specifically
identified above that are subsequently identified and

<PAGE>

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 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

<PAGE>

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.

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.

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 Fund's net
asset values and public offering prices will present each class
of shares separately.