Rule 497(e) and (g)
File Nos.: 033-48922
811-6720
SUPPLEMENT TO PROSPECTUS
DATED AUGUST 17, 1999
Effective August 17, 1999, the Distributor may pay a dealer concession
of up to 1% on purchases of $1,000,000 or more made without an initial sales
charge of Class A shares of the Core Equity Fund or Tactical Asset Allocation
Fund, or shares of the International Equity Fund. A contingent deferred sales
charge of 1% may be imposed on redemptions of these shares purchased by you
without an initial sales charge, if these redemptions are made within
twenty-four months of purchase. Accordingly the Prospectus shall be amended as
follows:
I. Footnote 2 ("Footnote 2") under the "Shareholder Fees" table on pages 5 and
11 of the Prospectus shall be deleted in its entirety and shall be replaced
with the following:
2 A deferred sales charge of 1% applies on certain redemptions made within
twenty-four months following any Class A purchases you made without a sales
charge. A deferred sales charge on Class C shares applies only if
redemption occurs within twenty-four months from purchase. See "How to Buy
Shares" and "How to Make Withdrawals (Redemptions)."
II. The number "2" designating Footnote 2 shall be inserted after and applies
to the word "None" in the "Class A" column of the row labeled "Maximum
Deferred Sales Charge (Load) (as a percentage of offering price or
redemption proceeds, as applicable)" in the "Shareholder Fees" table on
pages 5 and 11 of the Prospectus.
III. The second footnote ("Second Footnote") under the "Shareholder Fees" table
on page 14 of the Prospectus shall be deleted in its entirety and shall be
replaced with the following:
2 A contingent deferred sales charge of 1% applies on certain redemptions
made within twenty-four months following any purchases you made without a
sales charge. See "How to Buy Shares" and "How to Make Withdrawals
(Redemptions)."
IV. The number "2" designating the Second Footnote shall be inserted after and
applies to the word "None" in the row labeled "Maximum Deferred Sales
Charge (Load) (as a percentage of offering price or redemption proceeds, as
applicable)" in the "Shareholder Fees" table on page 14 of the Prospectus.
V. The following sentence shall be inserted below the "Class A / Class C"
table under "Choosing a Share Class" on page 51 of the Prospectus:
* A contingent deferred sales charge of 1% applies on certain redemptions
made within twenty-four months following any Class A purchases of the Core
Equity Fund or Tactical Asset Allocation Fund, or purchases of the
International Equity Fund, you made without a sales charge.
An asterisk is placed after the second bullet point under the heading
"Class A" in the table on page 51 of the Prospectus.
<PAGE>
VI. The following paragraph shall be inserted below the table that appears
under the heading "Class A Shares" on page 51 of the Prospectus:
* Investments of $1,000,000 or more are sold without an initial sales
charge. The Distributor may pay your dealer a concession of up to 1% on
investments made with no initial sales charge. A contingent deferred sales
charge (CDSC) will be imposed on redemptions of Class A shares of the Core
Equity Fund or Tactical Asset Allocation Fund, or shares of the
International Equity Fund, purchased without an initial sales charge, if
your dealer has received a concession and you redeem within twenty-four
months from purchase. The CDSC is based on the current value of the shares
being sold or their net asset value when purchased, whichever is less.
VII. The last line of the table under the heading "Class A Shares" on page 51 of
the Prospectus shall be deleted in its entirety and is replaced with the
following:
$1,000,000 or more none* none* none*
VIII. The first sentence under the heading "How to Make Withdrawals
(Redemptions)" on page 54 of the Prospectus shall be deleted in its
entirety and shall be replaced with the following:
You may redeem shares and withdraw funds at net asset value per share less,
in the case of Class C shares and certain Class A shares and shares of the
International Equity Fund purchased without an initial sales charge, any
applicable CDSC.
IX. The first sentence following the heading "When Redemptions Are Effective"
on page 54 of the Prospectus shall be deleted in its entirety and shall be
replaced with the following:
Redemptions are made at the net asset value per share less, in the case of
Class C shares and certain Class A shares and shares of the International
Equity Fund purchased without an initial sales charge, any applicable CDSC,
next determined after receipt of a redemption request in good order.
X. The first sentence following the heading "When Payments Are Made" on page
54 of the Prospectus shall be deleted in its entirety and shall be replaced
with the following:
Shares are redeemed at their net asset value per share next determined
after receipt by the Transfer Agent of the redemption request in the form
described above, less, in the case of Class C shares and certain Class A
shares and shares of the International Equity Fund purchased without an
initial sales charge, any applicable CDSC.
<PAGE>
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 17, 1999
Effective August 17, 1999, the Distributor may pay a dealer concession of
up to 1% on investments of $1,000,000 or more made with no initial sales charge.
A contingent deferred sales charge of 1% may apply on certain redemptions made
within twenty-four months following any purchases of Class A shares of the Core
Equity Fund made without a sales charge. Accordingly the Statement of Additional
Information of the Core Equity Fund shall be amended as follows:
I. The first sentence of the second paragraph on page 1 of the Statement of
Additional Information shall be deleted in its entirety and shall be
replaced with the following:
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 purchases
(Class A shares) or (ii) on a deferred basis (Class C shares, and in
certain cases, Class A shares purchased without an initial sales charge).
II. The third paragraph under the heading "Additional Purchase and Redemption
Information" on page 23 of the Statement of Additional Information shall be
deleted in its entirety and shall be replaced with the following:
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, but a 1%
contingent deferred sales charge may be payable upon the redemption of
Class A shares acquired as a result of the exchange, if the initial Class A
shares were purchased without an initial sales charge. The purchase date
would be deemed to be the date of the initial purchase rather than the date
of 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.
III. The following paragraph shall be inserted below the table that appears
under the heading "Class A Shares" on page 41 of the Statement of
Additional Information:
* Investments of $1,000,000 or more are sold without an initial sales
charge. The Distributor may pay your dealer a concession of up to 1% on
investments made with no initial sales charge. A contingent deferred sales
charge (CDSC) will be imposed on redemptions of Class A shares purchased
without an initial sales charge, if your dealer has received a concession
and you redeem within twenty-four months from purchase. The CDSC is based
on the current value of the shares being sold or their net asset value when
purchased, whichever is less. The Distributor receives the proceeds of
CDSCs paid by investors upon redemptions of Class A shares.
IV. The last line of the table under the heading "Class A Shares" on page 41 of
the Statement of Additional Information shall be deleted in its entirety
and shall be replaced with the following:
$1,000,000 or more none* none* none*
<PAGE>
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 17, 1999
Effective August 17, 1999, the Distributor may pay a dealer concession of
up to 1% on investments of $1,000,000 or more made with no initial sales charge.
A contingent deferred sales charge of 1% may apply on certain redemptions made
within twenty-four months following any purchases of Class A shares of the
Tactical Asset Allocation Fund made without a sales charge. Accordingly the
Statement of Additional Information of the Tactical Asset Allocation Fund shall
be amended as follows:
I. The first sentence of the second paragraph on page 1 of the Statement of
Additional Information shall be deleted in its entirety and shall be
replaced with the following:
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 purchases
(Class A shares) or (ii) on a deferred basis (Class C shares, and in
certain cases, Class A shares purchased without an initial sales charge).
II. The first paragraph on page 22 of the Statement of Additional Information
shall be deleted in its entirety and shall be replaced with the following:
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, but a 1%
contingent deferred sales charge may be payable upon the redemption of
Class A shares acquired as a result of the exchange, if the initial Class A
shares were purchased without an initial sales charge. The purchase date
would be deemed to be the date of the initial purchase rather than the date
of 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.
III. The following paragraph shall be inserted below the table that appears
under the heading "Class A Shares" on page 34 of the Statement of
Additional Information:
* Investments of $1,000,000 or more are sold without an initial sales
charge. The Distributor may pay your dealer a concession of up to 1% on
investments made with no initial sales charge. A contingent deferred sales
charge (CDSC) will be imposed on redemptions of Class A shares purchased
without an initial sales charge, if your dealer has received a concession
and you redeem within twenty-four months from purchase. The CDSC is based
on the current value of the shares being sold or their net asset value when
purchased, whichever is less. The Distributor receives the proceeds of
CDSCs paid by investors upon redemptions of Class A shares.
IV. The last line of the table under the heading "Class A Shares" on page 34 of
the Statement of Additional Information shall be deleted in its entirety
and shall be replaced with the following:
$1,000,000 or more none* none* none*
<PAGE>
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 17, 1999
Effective August 17, 1999, the Distributor may pay a dealer concession of
up to 1% on investments of $1,000,000 or more made with no initial sales charge.
A contingent deferred sales charge of 1% may apply on certain redemptions made
within twenty-four months following any purchases of shares of the International
Equity Fund made without a sales charge. Accordingly the Statement of Additional
Information of the International Equity Fund shall be amended as follows:
I. The third paragraph under the heading "Additional Purchase and Redemption
Information" on page 34 of the Statement of Additional Information shall be
deleted in its entirety and shall be replaced with the following:
Shareholders of the Fund will be able to exchange their 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, but a 1% contingent
deferred sales charge may be payable upon the redemption of Class A shares
acquired as a result of the exchange, if shares of the Fund were purchased
without an initial sales charge. The purchase date would be deemed to be
the date of the initial purchase rather than the date of the exchange.
Shareholders of The Flex-funds Money Market Fund who acquired such shares
upon exchange of share of the Fund may use the exchange privilege only to
acquire shares of the Fund or Class A shares of a Flex-Partners Fund.
II. The following paragraph shall be inserted below the table that appears
under the heading "The Distributor" on page 46 of the Statement of
Additional Information:
* Investments of $1,000,000 or more are sold without an initial sales
charge. The Distributor may pay your dealer a concession of up to 1% on
investments made with no initial sales charge. A contingent deferred sales
charge (CDSC) will be imposed on redemptions of shares of the Fund
purchased without an initial sales charge, if your dealer has received a
concession and you redeem within twenty-four months from purchase. The CDSC
is based on the current value of the shares being sold or their net asset
value when purchased, whichever is less. The Distributor receives the
proceeds of CDSCs paid by investors upon redemptions of shares of the Fund.
III. The last line of the table under the heading "The Distributor" on page 46
of the Statement of Additional Information shall be deleted in its entirety
and shall be replaced with the following:
$1,000,000 or more none* none* none*
