Rule 497(e) and (g)
File Nos.: 033-48922
811-6720
SUPPLEMENT TO PROSPECTUS
DATED APRIL 1, 1999
The accompanying Prospectus of The Flex-Partners dated April 30, 1998 (the
"Prospectus") indicates that the maximum initial sales charge imposed on
purchases of Class A shares of the Core Equity Fund, Utility Growth Fund, and
Tactical Asset Allocation Fund and shares of the International Equity Fund is
4.00%.
Effective April 1, 1999, the maximum initial sales charge imposed on
purchases of Class A shares of the Core Equity Fund, Utility Growth Fund, and
Tactical Asset Allocation Fund and shares of the International Equity Fund is
5.75%. Accordingly the Prospectus is amended as follows:
I. The paragraph under the heading "Sales Charges" on page 3 of the Prospectus
is replaced with the following:
Investors in the Core Equity, Utility Growth, and Tactical Asset Allocation
Funds 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 5.75% 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. Shares of the International Equity Fund are
offered at net asset value plus the applicable sales charge (maximum of
5.75% of public offering price). See "How to Buy Shares" and "Distribution
Plans."
II. The Maximum Initial Sales Charge Imposed on Purchases (as a percentage of
offering price) of Class A shares of the Core Equity Fund, Utility Growth
Fund, and Tactical Asset Allocation Fund and shares of the International
Equity Fund listed under the heading "Synopsis of Financial Information" on
page 5 of the Prospectus is changed to 5.75%.
III. The Performance Comparison on page 9 of the Prospectus for Class A Shares
of the Utility Growth Fund is replaced with the following:
[GRAPH] The following information was presented as a line graph:
UTILITY GROWTH FUND CLASS A SHARES VS. THE DOW JONES
UTILITY AVERAGE AND MORNINGSTAR'S AVERAGE UTILITIES FUND
The Growth of $10,000 (07/11/95* to 12/31/97)
Utility Utility The Dow Jones Morningstar's
Growth Fund Growth Fund Utility Average
with sales charge without sales charge Average* Utilities Fund*
7/11/95 $ 9,425 $10,000 $10,000 $10,000
9/30/95 $ 9,915 $10,520 $10,750 $10,695
12/31/95 $10,849 $11,511 $11,483 $11,425
3/31/96 $10,743 $11,398 $10,990 $11,402
6/30/96 $11,378 $12,072 $11,551 $11,848
9/30/96 $11,343 $12,035 $11,525 $11,636
12/31/96 $12,218 $12,963 $12,528 $12,585
3/31/97 $11,932 $12,660 $11,924 $12,470
6/30/97 $12,865 $13,650 $12,525 $13,531
9/30/97 $13,933 $14,783 $13,316 $14,268
12/31/97 $15,689 $16,646 $15,425 $15,745
UTILITY GROWTH FUND
A SHARES
AVERAGE ANNUAL TOTAL RETURN
- ---------------------------
1 YEAR
WITH SALES CHARGE
21.03%
1 YEAR
WITHOUT SALES CHARGE
28.41%
SINCE INCEPTION (7/11/95)
WITH SALES CHARGE
19.97%
SINCE INCEPTION (7/11/95)
WITHOUT SALES CHARGE
22.86%
<PAGE>
IV. The first sentence in the first paragraph under the heading "1997 in
Review" on page 10 of the Prospectus is replaced with the following:
In 1997, Utility Growth Fund Class A shares provided shareholders with a
total return of 28.41% without a sales charge and a total return of 21.03%
after sales charge, and Class C shares provided shareholders with a total
return of 28.25% without a sales charge and a total return of 26.75% after
sales charge.
V. The Performance Comparison on page 10 of the Prospectus for Class A Shares
of the Tactical Asset Allocation Fund is replaced with the following:
[GRAPH] The following information was presented as a line graph:
TACTICAL ASSET ALLOCATION FUND CLASS A SHARES VS.
THE S&P 500 COMPOSITE STOCK PRICE INDEX AND
MORNINGSTAR'S AVERAGE ASSET ALLOCATION FUND
The Growth of $10,000 (08/1/96 to 12/31/97)
Tactical Asset Tactical Asset The S&P 500 Morningstar's
Allocation Fund Allocation Fund Composite Stock Average Asset
with sales charge without sales charge Price Index* Allocation Fund
8/1/96 $ 9,425 $10,000 $10,000 $10,000
9/30/96 $ 9,644 $10,232 $10,786 $10,473
12/31/96 $ 9,944 $10,551 $11,684 $10,991
3/31/97 $10,103 $10,719 $11,943 $10,966
6/30/97 $12,055 $11,362 $13,962 $11,998
9/30/97 $12,318 $13,069 $14,942 $12,753
12/31/97 $11,664 $12,375 $15,307 $12,816
TACTICAL ASSET ALLOCATION FUND
A SHARES
AVERAGE ANNUAL TOTAL RETURN
- ---------------------------
1 YEAR
WITH SALES CHARGE
10.51%
1 YEAR
WITHOUT SALES CHARGE
17.29%
SINCE INCEPTION (8/1/96)
WITH SALES CHARGE
11.50%
SINCE INCEPTION (8/1/96)
WITHOUT SALES CHARGE
16.25%
VI. The first sentence in the first paragraph under the heading "1997 in
Review" on page 11 of the Prospectus is replaced with the following:
In 1997, Tactical Asset Allocation Fund Class A shares provided
shareholders with a total return of 17.29% without a sales charge and a
total return of 10.51% after sales charge, and Class C shares provided
shareholders with a total return of 17.71% without a sales charge and a
total return of 16.35% after sales charge.
<PAGE>
VII. The Performance Comparison on page 12 of the Prospectus for Class A Shares
of the Core Equity Fund is replaced with the following:
[GRAPH] The following information was presented as a line graph:
CORE EQUITY FUND CLASS A SHARES VS. THE S&P 500
COMPOSITE STOCK PRICE INDEX AND MORNINGSTAR'S
AVERAGE ASSET ALLOCATION FUND
The Growth of $10,000 (08/1/97 to 12/31/97)
Core Core The S&P 500 Morningstar's
Equity Fund Equity Fund Composite Stock Average
with sales charge without sales charge Price Index Growth Fund
8/1/97 $9,425 $10,000 $10,000 $10,000
9/30/97 $9,448 $10,024 $ 9,957 $10,294
12/31/97 $9,614 $10,200 $10,243 $10,139
CORE EQUITY FUND
A SHARES
PERIOD TOTAL RETURN
- -------------------
SINCE INCEPTION (8/1/97)
WITH SALES CHARGE
- -3.85%
SINCE INCEPTION (8/1/97)
WITHOUT SALES CHARGE
2.00%
VIII. The first sentence in the first paragraph under the heading "1997 in
Review" on page 13 of the Prospectus is replaced with the following:
From its inception on August 1, 1997, Core Equity Fund Class A shares
provided shareholders with a total return of 2.00% without a sales charge
and a total return of -3.85% after sales charge, and Class C shares
provided shareholders with a total return of 1.88% without a sales charge
and a total return of 0.38% after sales charge.
IX. The table depicting Class A sales charge breakpoints, which appears under
the heading "Class A Shares" on page 35 of the Prospectus, is replaced with
the following:
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 $50,000 5.75% 6.10% 5.25%
$50,001 to $100,000 5.00% 5.26% 4.50%
$100,001 to $249,999 3.75% 3.90% 3.25%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.60%
$1,000,000 or more none none none
<PAGE>
Rule 497(e) and (g)
File Nos.: 033-48922
811-6720
SUPPLEMENT TO PROSPECTUS
DATED APRIL 1, 1999
The accompanying Prospectus of The Flex-Partners International Equity Fund
dated April 30, 1998 (the "Prospectus") indicates that the maximum initial sales
charge imposed on purchases of shares of the International Equity Fund is 4.00%.
Effective April 1, 1999, the maximum initial sales charge imposed on
purchases of shares of the International Equity Fund is 5.75%. Accordingly the
Prospectus is amended as follows:
I. The paragraph under the heading "Sales Charges" on page 2 of the Prospectus
is replaced with the following:
Shares are offered at net asset value plus the applicable sales charge
(maximum of 5.75% of public offering price). See "Synopsis of Financial
Information" and "How to Buy Shares."
II. The Maximum Initial Sales Charge Imposed on Purchases (as a percentage of
offering price) of shares of the International Equity Fund listed under the
heading "Synopsis of Financial Information" on page 3 of the Prospectus is
changed to 5.75%.
III. The table depicting sales charge breakpoints, which appears under the
heading "Purchasing Shares" on page 15 of the Prospectus, is replaced with
the following:
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 $50,000 5.75% 6.10% 5.25%
$50,001 to $100,000 5.00% 5.26% 4.50%
$100,001 to $249,999 3.75% 3.90% 3.25%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.60%
$1,000,000 or more none none none
