OHIO NATIONAL VARIABLE ACCOUNT A
497, 1997-09-23
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<PAGE>   1

                   OHIO NATIONAL VARIABLE ACCOUNTS A AND B

                         "TOP PLUS" VARIABLE ANNUITY

Supplement Dated September 24, 1997, to the Prospectus Dated May 1, 1997

The following is added under "Contingent Deferred Sales Charge" on page 8 of
the prospectus:

If the contract owner uses values of at least $250,000 from an Ohio National
Life fixed annuity to provide the purchase payment for a contract offered by
this prospectus, this contract will be treated (for purposes of determining the
contingent deferred sales charge) as if it were issued at the same time as the
fixed annuity and as if the purchase payment made for the fixed annuity had been
made for this contract.

    In the first sentence under "Transfers After Annuity Payout Date" on
    page-14 of the prospectus, the phrase, "once each 12 months," is changed to
    "once each calendar quarter." 

<PAGE>   2

                                   PROSPECTUS

                             SINGLE PURCHASE PAYMENT

                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                     OHIO NATIONAL VARIABLE ACCOUNTS A AND B

                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

                                ONE FINANCIAL WAY

                             CINCINNATI, OHIO 45242

                            TELEPHONE (513) 794-6452

This prospectus offers multiple funded, single purchase payment, individual
variable annuity contracts that provide for the accumulation of values and the
payment of annuity benefits on a variable and/or fixed basis. Unless
specifically stated otherwise, only provisions relating to the variable portion
of the contracts are described in this prospectus. The fixed portion
("Guaranteed Accumulation Account") is briefly described in an appendix to the
Statement of Additional Information.

Variable annuities are designed to provide lifetime annuity payments which will
vary with the investment results of the investment vehicle chosen. The
accumulation value of a contract will vary with the investment performance of
Ohio National Fund, Inc. (the "Fund"), prior to the annuity payout date, and the
amount of each annuity payment will vary with the Fund's investment performance
subsequent to the commencement of annuity payments. There can be no assurance
that the value of a contract during the years prior to the annuity payout date
or the aggregate amount of annuity payments received after such date will equal
or exceed the purchase payments made therefor.

The variable annuity contracts offered by this prospectus are designed for (1)
annuity purchase plans adopted by public school systems and certain tax-exempt
organizations described in Section 501(c)(3) of the Internal Revenue Code (the
"Code"), qualifying for tax-deferred treatment pursuant to Section 403(b) of the
Code, (2) other employee pension or profit-sharing trusts or plans qualifying
for tax-deferred treatment under Section 401(a), 401(k) or 403(a) of the Code,
(3) individual retirement annuities qualifying for tax-deferred treatment under
Section 408 of the Code, (4) state and municipal deferred compensation plans and
(5) non-tax-qualified plans.

The minimum purchase payment is $10,000. Generally the maximum purchase payment
is $500,000. 

The net purchase payment (after the deduction of any applicable
state premium tax) is allocated to one or more subaccounts of Ohio National
Variable Account A ("VAA") for tax qualified contracts or Ohio National Variable
Account B ("VAB") for non-tax-qualified contracts in such portion as the
contract owner may choose. VAA and VAB are separate accounts established by The
Ohio National Life Insurance Company ("Ohio National Life"). The assets of VAA
and VAB are invested in shares of the Fund, a mutual fund having 13 portfolios
in which the contracts' assets may be invested: Equity Portfolio, Money Market
Portfolio, Bond Portfolio, Omni Portfolio, International Portfolio, Capital
Appreciation Portfolio, Small Cap Portfolio, Global Contrarian Portfolio,
Aggressive Growth Portfolio, Core Growth Portfolio, Growth & Income Portfolio,
S&P 500 Index Portfolio and Social Awareness Portfolio. (See the accompanying
prospectus of the Fund which also contains information about other portfolios
that are not available for the contracts offered herein.)

All or part of the contract's accumulation value may be withdrawn before the
annuity payout date. Amounts withdrawn may be subject to federal income tax
penalties, and a contingent deferred sales charge may be assessed up to 6% of
the amount withdrawn. Exercise of contract rights may be subject to the terms of
any qualified employee trust or annuity plan under which a contract is
purchased. This prospectus contains no information concerning such trusts or
plans. The contracts offered hereby may be revoked by the purchaser without
penalty within 20 days of their delivery.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SETS FORTH THE
INFORMATION ABOUT VAA, VAB AND THE VARIABLE ANNUITY CONTRACTS OFFERED BY THIS
PROSPECTUS THAT YOU SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
VAA AND VAB HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
STATEMENTS OF ADDITIONAL INFORMATION DATED MAY 1, 1997. THE STATEMENTS OF
ADDITIONAL INFORMATION FOR EACH OF VAA AND VAB ARE INCORPORATED HEREIN BY
REFERENCE AND ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING OR
CALLING OHIO NATIONAL LIFE AT THE ABOVE ADDRESS. THE TABLE OF CONTENTS FOR THE
STATEMENTS OF ADDITIONAL INFORMATION IS ON PAGE 2.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE ACCOMPANIED BY THE CURRENT PROSPECTUS OF OHIO NATIONAL
FUND, INC.

                                   MAY 1, 1997

<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>

<S>                                                                           <C>
Fee Table .................................................................    3

   Accumulation Unit Values ...............................................    5
   Financial Statements ...................................................    6

The Ohio National Companies ...............................................    6
   Ohio National Life .....................................................    6
   Ohio National Variable Accounts A and B ................................    6
   Ohio National Fund, Inc. ...............................................    6
Distribution of Variable Annuity Contracts ................................    7
Deductions and Expenses ...................................................    8
   Contingent Deferred Sales Charge .......................................    8
   Deduction for Administrative Expenses ..................................    8
   Deduction For Risk Undertakings ........................................    8
   Transfer Fee ...........................................................    9
   Deduction For State Premium Tax ........................................    9
   Fund Expenses ..........................................................    9
Description of Variable Annuity Contracts .................................    9
   20-Day Free Look .......................................................    9
   Accumulation Period ....................................................    9
   Annuity Period .........................................................   12
   Other Contract Provisions ..............................................   14
   Performance Data .......................................................   15
Federal Tax Status.........................................................   15
IRA Disclosure Statement...................................................   19
</TABLE>

                       STATEMENT OF ADDITIONAL INFORMATION

Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Transfer Limitations
Total Return
Financial Statements for Ohio National Life and VAA or VAB
Appendix: Loans Under Tax-Sheltered Annuities(VAA only) 
Guaranteed Accumulation Account


                            GLOSSARY OF SPECIAL TERMS

ACCUMULATION PERIOD - The period prior to the annuity payout date and during the
lifetime of the annuitant.

ACCUMULATION UNIT - A unit of measure used to determine the value of contracts
during the accumulation period.

ACCUMULATION VALUE _ The cash value of an annuity contract before the annuity
payout date.

ANNUITANT - Any natural person who is to receive or is receiving annuity
payments and upon whose continuation of life annuity payments with life
contingencies depend.

ANNUITY PAYOUT DATE - The date on which annuity payments are to begin.

ANNUITY PAYMENTS - Periodic payments made to an annuitant pursuant to an annuity
contract.

ANNUITY UNIT - A unit of measure used to determine the second and subsequent
variable annuity payments and reflecting the investment performance of the Fund.

FUND SHARES - Shares of Ohio National Fund, Inc., or shares of another
registered open-end investment company substituted therefor.

OWNER - During the lifetime of the designated annuitant and prior to the
specified annuity payout date, the owner is the person in whose name the
contract is registered. On and after the annuity payout date the annuitant
becomes the owner. After the death of the annuitant, the beneficiary becomes the
owner.

PURCHASE PAYMENT - The amount of payment made by, or on behalf of, the owner
under the annuity contract.

SETTLEMENT - The application of the accumulation value of an annuity contract
under the settlement provisions contained therein.

SUBACCOUNT - The Equity subaccount, Money Market subaccount, Bond subaccount,
Omni subaccount, International subaccount, Capital Appreciation subaccount,
Small Cap subaccount, Global Contrarian subaccount, Aggressive Growth
subaccount, Core Growth subaccount, Growth & Income subaccount, S&P 500 Index
subaccount, Social Awareness subaccount or such other subaccounts as may be
established under VAA or VAB.

VALUATION PERIOD - The period of time from one determination of accumulation
unit and annuity unit values to their next determination. Such determination is
made at the same time that the net asset value of Fund Shares is determined. See
page 22 of the accompanying Fund prospectus.

1940 ACT - The Investment Company Act of 1940, as amended, or any similar
successor federal legislation.


                                       2
<PAGE>   4
                                    FEE TABLE

<TABLE>
<CAPTION>
CONTRACTOWNER TRANSACTION EXPENSES         CONTRACT YEAR         
Deferred Sales Load (as a percentage of    OF SURRENDER          PERCENTAGE
    amount withdrawn or surrendered)       OR WITHDRAWAL           CHARGED
                                           -------------         ---------
<S>                                        <C>                   <C>
                                                 1                   6%
                                                 2                   5%
                                                 3                   4%
                                                 4                   3%
                                                 5                   2%
                                                 6                   1%
                                            7 and later              0%
</TABLE>
                                                         
Exchange (transfer) Fee    $3 (currently no charge for the first 4 transfers
                               per year)

VAA AND VAB ANNUAL EXPENSES (as a percentage
   of average account value)
<TABLE>
<S>                                        <C>  
Mortality and Expense Risk Fees***         0.65%
Account Fees and Expenses                  0.25%
                                           ---- 
Total VAA and VAB Annual Expenses          0.90%
</TABLE>

<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES (after fee waiver*) (as a percentage
     of the Fund's average net assets) MANAGEMENT        OTHER          TOTAL FUND
                                          FEES          EXPENSES         EXPENSES
                                       ----------       --------        ----------
<S>                                      <C>              <C>              <C>  
Equity ......................            0.55%            0.19%            0.74%
Money Market* ...............            0.25%            0.19%            0.44%
Bond ........................            0.60%            0.19%            0.79%
Omni ........................            0.58%            0.19%            0.77%
International ...............            0.90%            0.25%            1.15%
Capital Appreciation ........            0.80%            0.17%            0.97%
Small Cap ...................            0.80%            0.16%            0.96%
Global Contrarian ...........            0.90%            0.39%            1.29%
Aggressive Growth ...........            0.80%            0.21%            1.01%
Core Growth** ...............            0.95%            0.60%            1.55%
Growth & Income** ...........            0.85%            0.55%            1.40%
S&P 500 Index** .............            0.40%            0.20%            0.60%
Social Awareness** ..........            0.60%            0.25%            0.85%
</TABLE>

EXAMPLE - If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each subaccount, assuming 5% annual return:

<TABLE>
<CAPTION>
                             1 YEAR      3 YEARS    5 YEARS   10 YEARS
                             ------      -------    -------   --------
<S>                          <C>         <C>        <C>       <C> 
Equity                        $73         $92        $110        $194
Money Market*                  70          83          95         161
Bond                           73          93         113         200
Omni                           73          93         112         198
International                  77         104         131         238
Capital Appreciation           75          98         122         219
Small Cap                      75          98         122         218
Global Contrarian              78         108         138         252
Aggressive Growth              75         100         124         223
Core Growth**                  80         115         N/A         N/A
Growth & Income**              79         111         N/A         N/A
S&P 500 Index**                71          87         N/A         N/A
Social Awareness**             74          95         N/A         N/A
</TABLE>

                                       3
<PAGE>   5
EXAMPLE - If you do not surrender your contract at the end of the applicable
time period, you would pay the following aggregate expenses on the same
investment:

<TABLE>
<CAPTION>
                             1 YEAR      3 YEARS     5 YEARS    10 YEARS
                             ------      -------     -------    --------
<S>                          <C>         <C>         <C>        <C> 
Equity                        $17         $52         $89        $194
Money Market*                  14          42          73         161
Bond                           17          53          92         200
Omni                           17          53          91         198
International                  21          64         110         238
Capital Appreciation           19          59         101         219
Small Cap                      19          58         101         218
Global Contrarian              22          69         117         252
Aggressive Growth              19          60         103         223
Core Growth**                  25          76         N/A         N/A
Growth & Income**              23          72         N/A         N/A
S&P 500 Index**                15          47         N/A         N/A
Social Awareness**             18          55         N/A         N/A
</TABLE>


The purpose of the above table is to help you to understand the costs and
expenses that a variable annuity contractowner will bear directly or indirectly.
THE EXAMPLE INCLUDED IN THE ABOVE TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSE, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE shown. Note that the expense amounts shown in the example are
aggregate amounts for the total number of years indicated. Neither the table nor
the example reflect any premium taxes that may be applicable to a contract,
which currently range from 0% to 3.5%. The above table and example reflect only
the charges for contracts currently offered by this prospectus and not other
contracts that may be offered by Ohio National Life. For further details, see
Deduction For State Premium Tax, page 9.

*For the Money Market Portfolio, management fees in excess of 0.25% are
presently being waived by the Fund's investment adviser. Without the waiver, the
Money Market Portfolio's Management Fee would be 0.30%, its Total Fund Annual
Expenses would be 0.49%, and its expenses would total $70 for a $1,000 contract
surrendered at the end of 1 year, $84 if surrendered at the end of 3 years, $98
if surrendered at the end of 5 years or $167 if surrendered at the end of 10
years. For a $1,000 contract not surrendered, the expenses without the waiver
would be $14 for 1 year, $44 for 3 years, $76 for 5 years or $167 for 10 years.

**The "Other Expenses" (and, accordingly, the Total Fund Expenses) for the Core
Growth, Growth & Income, S&P 500 Index and Social Awareness Portfolios are based
on estimates.

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%.


                                       4
<PAGE>   6
                            ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
EQUITY SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT    UNIT VALUE AT   VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993*           $10.000000        $10.239365     25,900         20,283
     1994             10.239365         10.173015    120,867        115,993
     1995             10.173015         12.824740    301,147        239,825
     1996             12.824740         15.042658    534,028        405,466
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET SUBACCOUNT**

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000        $10.045964      5,554          1,204
     1994             10.045964         10.354108     95,638         56,892
     1995             10.354108         10.837896    136,205         34,285
     1996             10.837896         11.296489    149,846         74,056
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
BOND SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000         $9.910842        378         19,364
     1994              9.910842          9.445623     10,472         75,521
     1995              9.445623         11.130129     64,973         97,129
     1996             11.130129         11.439849     82,917        101,403
     ----            ----------        ----------     ------         ------
</TABLE>

<TABLE>
<CAPTION>
OMNI SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000        $10.143037     42,348         44,348
     1994             10.143037          9.999661    150,263        109,853
     1995              9.999661         12.165280    244,025        194,243
     1996             12.165280         13.930650    511,033        342,379
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993*           $10.000000        $10.834626     34,538         15,210
     1994             10.834626         11.604279    204,939        234,799
     1995             11.604279         12.892796    384,682        330,279
     1996             12.892796         14.628252    678,397        674,403
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
CAPITAL APPRECIATION SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1994*           $10.000000        $10.390128     52,732         34,382
     1995             10.390128         12.626458    211,756        136,612
     1996             12.626458         14.484990    383,878        243,883
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1994*           $10.000000        $12.053440     76,033         39,627
     1995             12.053440         15.889068    198,048        123,612
     1996             15.889068         18.535631    337,460        204,017
     ----            ----------        ----------    -------         ------
</TABLE>

                                       5
<PAGE>   7
<TABLE>
<CAPTION>
GLOBAL CONTRARIAN SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1995*           $10.000000        $10.816003     47,134         21,621
     1996             10.816003         12.015818    132,292        178,856
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1995*           $10.000000        $12.610012     41,681         39,115
     1996             12.610012         12.592390    118,818         80,875
     ----            ----------        ----------    -------         ------
</TABLE>


*  Series of variable annuity contracts commenced on October 7, 1993. Capital
Appreciation and Small Cap subaccounts commenced on May 1, 1994. Global
Contrarian and Aggressive Growth subaccounts commenced on March 31, 1995.


** The current annualized yield of the Money Market subaccount for the seven
days ended December 31, 1996, was 4.72%.

FINANCIAL STATEMENTS

The complete financial statements of VAA or VAB, and of Ohio National Life, and
the Independent Auditors' Reports thereon, may be found in the Statements of
Additional Information for VAA and VAB.

                           THE OHIO NATIONAL COMPANIES

OHIO NATIONAL LIFE

Ohio National Life was organized under the laws of Ohio in 1909 as a stock life
insurance company and became a mutual life insurance company in 1959. It writes
life, accident and health insurance and annuities in 47 states, the District of
Columbia and Puerto Rico. Currently it has assets in excess of $5.9 billion and
equity in excess of $500 million. Its home office is located at One Financial
Way, Cincinnati, Ohio 45242.

OHIO NATIONAL VARIABLE ACCOUNTS A AND B

VAA and VAB were established in 1969 by Ohio National Life as separate accounts
under Ohio law for the purpose of funding variable annuity contracts. Purchase
payments for the variable annuity contracts are allocated to one or more
subaccounts of VAA or VAB. Income, gains and losses, whether or not realized,
from assets allocated to VAA and VAB are, as provided in the contracts, credited
to or charged against VAA or VAB without regard to other income, gains or losses
of Ohio National Life. The assets maintained in VAA and VAB will not be charged
with any liabilities arising out of any other business conducted by Ohio
National Life. Nevertheless, all obligations arising under the contracts,
including the commitment to make annuity payments, are general corporate
obligations of Ohio National Life. Accordingly, all of Ohio National Life's
assets are available to meet its obligations under the contracts. VAA and VAB
are registered as unit investment trusts under the 1940 Act.

The assets of each subaccount of VAA and VAB are invested at net asset value
(without an initial sales charge) in shares of a corresponding portfolio of the
Fund: the Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni
Portfolio (a flexible portfolio fund), International Portfolio, Capital
Appreciation Portfolio, Small Cap Portfolio, Global Contrarian Portfolio,
Aggressive Growth Portfolio, Core Growth Portfolio, Growth & Income Portfolio,
S&P 500 Index Portfolio or Social Awareness Portfolio.

                                       6
<PAGE>   8
OHIO NATIONAL FUND, INC.

The Fund is a diversified, open-end, management investment company registered
under the 1940 Act. The value of the Fund's investments fluctuates daily and is
subject to the risk of changing economic conditions as well as the risk inherent
in the ability of management to anticipate changes necessary in such investments
to meet changes in economic conditions. The Fund receives investment advice, for
a fee, from its investment adviser, Ohio National Investments, Inc., and from
Societe Generale Asset Management Corp. (sub-adviser to the International and
Global Contrarian Portfolios), T. Rowe Price Associates, Inc. (sub-adviser to
the Capital Appreciation Portfolio), Founders Asset Management, Inc.
(sub-adviser to the Small Cap Portfolio), Strong Capital Management, Inc.
(sub-adviser to the Aggressive Growth Portfolio), Pilgrim Baxter & Associates,
Ltd. (sub-adviser to the Core Growth Portfolio), and Robertson Stephens
Investment Management, L.P. (sub-adviser to the Growth & Income Portfolio). For
additional information concerning the Fund, including the investment objectives
of each of its portfolios, see the attached Fund prospectus. Read the Fund
prospectus carefully before investing. The Fund prospectus contains information
about other portfolios that are not available for the contracts offered herein.

In addition to being offered to VAA and VAB, Fund shares are currently offered
to other separate accounts of Ohio National Life in connection with variable
annuity contracts and a separate account of Ohio National Life Assurance
Corporation in connection with variable life insurance contracts. In the future,
Fund shares may be offered to other insurance company separate accounts. It is
conceivable that in the future it may become disadvantageous for both variable
life and variable annuity separate accounts to invest in the Fund. Although
neither Ohio National Life nor the Fund currently foresees any such
disadvantage, the Board of Directors of the Fund will monitor events in order to
identify any material conflict between variable life and variable annuity
contractowners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of VAA`s and/or VAB's participation
in the Fund. Material conflicts could result from such things as (1) changes in
state insurance law; (2) changes in federal income tax law; (3) changes in the
investment management of any portfolio of the Fund; or (4) differences between
voting instructions given by variable life and variable annuity contractowners.

VOTING RIGHTS

Ohio National Life shall vote Fund shares held in VAA and VAB at meetings of
Fund shareholders in accordance with voting instructions received from contract
owners. The number of Fund shares for which an owner is entitled to give
instructions will be determined by Ohio National Life in the manner described
below, not more than 90 days prior to the meeting of shareholders. Fund proxy
material will be distributed to each owner together with appropriate forms for
giving voting instructions. Fund shares held in VAA and VAB, for which no timely
instructions are received, will be voted by Ohio National Life in proportion to
the instructions which are received with respect to all contracts participating
in VAA and VAB, respectively.

During the accumulation period, the number of Fund shares for which instructions
may be given to Ohio National Life is determined by dividing the variable
accumulation value of a subaccount of the contract by the net asset value of a
share of the corresponding Fund portfolio as of the same date. During the
annuity payment period, the number of Fund portfolio shares for which such
instructions may be given is determined by dividing the actuarial liability for
variable annuities in the course of payment by the net asset value of a Fund
portfolio share as of the same date. Generally, the number of votes tends to
decrease as annuity payments progress.

                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The variable annuity contracts are sold by Ohio National Life insurance agents
who are also registered representatives (a) of The O. N. Equity Sales Company
("ONESCO"), a wholly-owned subsidiary of Ohio National Life, registered under
the Securities Exchange Act of 1934, and a member of the National Association of
Securities Dealers, Inc. or (b) of other broker-dealers that have entered into
distribution agreements with Ohio National Equities, Inc. ("ONE, Inc.," another
wholly-owned subsidiary of Ohio National Life), which is the principal
underwriter of the contracts. Ohio National Life pays ONE , Inc. 5.25% of
purchase payments.

                                       7
<PAGE>   9
ONE, Inc. then pays a portion of that amount to ONESCO and the other
broker-dealers as compensation for their sales efforts. ONESCO and the other
broker-dealers will remunerate their registered representatives from their own
funds. Purchase payments on which no compensation is paid to registered
representatives will not be included in amounts on which the 5.25% sales
compensation will be paid to ONE, Inc. To the extent that the amount of the
contingent deferred sales charge received by Ohio National Life is not
sufficient to recover the fee paid to One, Inc., any deficiency will be made up
from Ohio National Life's general account assets which include, among other
things, any profit from the mortality and expense risk charges.

                             DEDUCTIONS AND EXPENSES

CONTINGENT DEFERRED SALES CHARGE

No deduction for sales expense is made from purchase payments. A contingent
deferred sales charge may be assessed by Ohio National Life when a contract is
surrendered or a partial withdrawal is made to defray expenses relating to the
sale of the contract, including compensation to sales personnel, cost of sales
literature and prospectuses, and other expenses related to sales activity. Such
charge equals a percentage of the amount withdrawn. This percentage will vary
with the contract year in which the surrender or withdrawal occurs as follows:

<TABLE>
<CAPTION>
                      CONTRACT
                        YEARS            PERCENTAGE
                        -----            ----------
<S>                     <C>              <C>
                           1               6%
                           2               5%
                           3               4%
                           4               3%
                           5               2%
                           6               1%
                           7 and later     0%
</TABLE>


Once each contract year, a partial withdrawal of not more than 10% of the
accumulation value (as of the first day of the contract year) may be made
without the imposition of the contingent deferred sales charge.

DEDUCTION FOR ADMINISTRATIVE EXPENSES

A deduction is made at the end of each valuation period equal to 0.25% on an
annual basis of the contract value for administrative expenses. This deduction
is not designed to produce a profit but to reimburse Ohio National Life for
expenses incurred for accounting, auditing, legal, contract owner services,
reports to regulatory authorities and contract owners, contract issue, etc.

DEDUCTION FOR RISK UNDERTAKINGS

Prior to the annuity payout date, Ohio National Life guarantees that the
accumulation value of all contracts will not be affected by any excess of sales
and administrative expenses over the deductions provided therefor. Ohio National
Life also guarantees to pay a death benefit in the event of the annuitant's
death prior to the annuity payout date (see Death Benefit, page 12). After the
annuity payout date, Ohio National Life guarantees that variable annuity
payments will not be affected by adverse mortality experience or expenses.

For assuming these risks, Ohio National Life, in determining the accumulation
unit values and the annuity unit values for each subaccount, makes a deduction
from the applicable investment results equal to 0.65% of the contract value on
an annual basis. Such deduction may be decreased by Ohio National Life at any
time and may be increased not more frequently than annually to not more than
1.55% on an annual basis. Although Ohio National Life views the risk charge as
an indivisible whole, of the amount currently being deducted, it has estimated
that a reasonable allocation would be 0.25% for mortality risk, and 0.4% for
expense risk. Although Ohio National Life hopes to realize a profit from this
charge, if the deduction is insufficient to cover the actual risk involved, the
loss will fall on Ohio National Life; conversely, if the deduction proves more
than sufficient, the excess will be a gain to Ohio National Life.

                                       8
<PAGE>   10
TRANSFER FEE

A transfer fee of $3 (which may be increased to $10) is made for transferring
contract values from one or more subaccounts to one or more other subaccounts.
The fee is charged against the subaccount(s) from which the transfer is
effected. Currently, no fee is charged for the first four transfers each year.

DEDUCTION FOR STATE PREMIUM TAX

Most states do not presently charge a premium tax for these contracts. Where a
tax applies, the rates for tax-qualified contracts are presently 0.5% in
California, 1.0% in Puerto Rico and West Virginia, 2.0% in Kentucky and 2.25% in
the District of Columbia. For non-tax-qualified contracts, the rates are 1.0% in
Puerto Rico, West Virginia and Wyoming, 1.25% in South Dakota, 2.0% in Kansas,
Kentucky and Maine, 2.25% in the District of Columbia, 2.35% in California and
3.0% in Nevada. Normally, any such applicable taxes will not be deducted until
annuity payments begin rather than being deducted from the purchase payment.

FUND EXPENSES

There are deductions from, and expenses paid out of, the assets of the Fund.
These are described in the attached Fund prospectus.

                    DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

20-DAY FREE LOOK

The contract owner may revoke the contract at any time until the end of 20 days
after receipt of the contract and receive a refund of the entire purchase price.
To revoke, the owner must return the contract to Ohio National Life within the
20 day period. In those states where required by state law, the value of the
contract as of the date of cancellation will be returned in lieu of the entire
purchase price in case of revocation during the 20 day free look period.

ACCUMULATION PERIOD
PURCHASE PAYMENT PROVISIONS

The contracts provide for a single minimum purchase payment of $10,000 and a
maximum payment of $500,000. A larger payment, or more than one payment, may be
made with Ohio National Life's consent.

ACCUMULATION UNITS

Prior to the annuity payout date, the contract value is measured by accumulation
units. The purchase payment results in the crediting of accumulation units to
the contract (see Crediting Accumulation Units, below). The number of
accumulation units so credited remains constant but the dollar value of
accumulation units will vary depending upon the investment results of the
particular subaccount to which contract values are allocated.

CREDITING ACCUMULATION UNITS

Completed application forms, together with a check for the purchase payment, are
forwarded to the home office of Ohio National Life for acceptance. Upon
acceptance, a contract is issued to the contract owner, and the purchase payment
is then credited to the contract in the form of accumulation units. The purchase
payment is credited not later than two business days after receipt if the
application and all information necessary for processing the purchase payment
are complete. If an application is not accepted within five business days, the
purchase payment will be returned immediately to the applicant unless the
applicant specifically consents to having Ohio National Life retain the purchase
payment until the application is completed. After that, the purchase payment
will be credited within two business days.

                                       9
<PAGE>   11
ALLOCATION OF THE PURCHASE PAYMENT

In the contract application, you may direct the allocation of your purchase
payment among the subaccounts of VAA or VAB and the general account of Ohio
National Life. The amount allocated to any subaccount or the general account
must equal a whole percentage.

ACCUMULATION UNIT VALUE AND ACCUMULATION VALUE

The accumulation unit value of each subaccount of VAA and VAB was set at $10
when the first payment for these contracts was allocated to each subaccount. The
accumulation unit value for any subsequent valuation period is determined by
multiplying the accumulation unit value for the immediately preceding valuation
period by the net investment factor (described below) for such subsequent
valuation period. The accumulation value is determined by multiplying the total
number of accumulation units (for each subaccount) credited to the contract by
the accumulation unit value (for such subaccount) for the valuation period for
which the accumulation value is being determined.

NET INVESTMENT FACTOR

The net investment factor is a quantitative measure of the investment results of
each subaccount of VAA and VAB. The net investment factor for each subaccount
for any valuation period is determined by dividing (a) by (b), then subtracting
(c) from the result, where:

(a) is -

      (1)the net asset value of a share in the appropriate portfolio of the
         Fund determined as of the end of a valuation period, plus

      (2)The per share amount of any dividends or other distributions declared
         for that portfolio by the Fund if the "ex-dividend" date occurs during
         the valuation period, plus or minus

      (3)per share charge or credit for any taxes paid or reserved for which is
         determined by Ohio National Life to result from the maintenance or
         operation of that subaccount of VAA or VAB; (No federal income taxes
         are applicable under present law.)

   (b)is the net asset value of a share in the appropriate portfolio of the Fund
      determined as the end of the preceding valuation period; and

   (c)is the deduction for administrative and sales expenses and risk
      undertakings. (See Deduction for Administrative Expenses, page 8, and
      Deduction for Risk Undertakings, page 8.)

SURRENDER AND PARTIAL WITHDRAWAL

Prior to the annuity payout date, or thereafter in the case of annuity Option
1(e) described below, the owner of a contract may surrender (totally withdraw
the value of) his or her contract for its accumulation value or elect a partial
(at least $500) withdrawal therefrom. These transactions may be subject to the
contingent deferred sales charge described on page 8. Such charge is a
percentage of the total amount withdrawn. For example, if a partial withdrawal
of $500 is requested during the first contract year, Ohio National Life would
pay you $500, but the total amount deducted from the accumulation value would be
$531.91 (i.e., $531.91 x 6% $31.91). Unless otherwise specified, the withdrawal
will be made pro-rata from the values of each subaccount. The amount available
for withdrawal is the sum of the subaccount values less any contingent deferred
sales charge, provided, however, that no partial withdrawal that would cause the
contract value to fall below $5,000 will be allowed. Payment by Ohio National
Life shall be made within seven days from the date of receipt of the request for
such payment except as it may be deferred under the circumstances described
below. Surrenders and partial withdrawals are limited or not permitted in
connection with certain tax-qualified retirement plans. (See Texas State
Optional Retirement Program, page 12 and Tax-Deferred Annuities, page 17. For
tax consequences of a surrender or withdrawal, see Federal Tax Status, page 15.)

                                       10
<PAGE>   12
Occasionally Ohio National Life may receive a request for a surrender or partial
withdrawal before the check for your purchase payment has cleared the banking
system. Ohio National Life may delay the surrender or partial withdrawal until
your check has cleared. Ohio National Life requires the return of the contract
in the case of a complete surrender.

The right to withdraw may be suspended or the date of payment postponed (1) for
any period during which the New York Stock Exchange is closed (other than
customary weekend and holiday closings) or during which trading on the Exchange,
as determined by the Securities and Exchange Commission, is restricted; (2) for
any period during which an emergency, as determined by the Commission, exists as
a result of which disposal of securities held in the Fund is not reasonably
practical, or it is not reasonably practical to determine the value of the
Fund's net assets; or (3) or such other periods as the Commission may by order
permit for the protection of security holders.

TRANSFERS AMONG SUBACCOUNTS

Contract values may be transferred from one subaccount to another upon the
request of the owner. Transfers may be made at any time during the accumulation
period. The amount of any such transfer must be at least $300 (or the entire
value of the contract's interest in a subaccount, if less). Ohio National Life
reserves the right to limit the number, frequency, method or amount of
transfers. Transfers from any portfolio of the Fund on any one day may be
limited to 1% of the previous day's total net assets of that portfolio if Ohio
National Life or the Fund, in its or their discretion, believes that the
portfolio might otherwise be damaged. After the annuity payout date, transfers
among subaccounts can only be made once each calendar quarter. Such transfers
may then be made without a transfer fee. (See Transfer Fee, page 9, and
Transfers After Annuity Payout Date, page 14.) Not more than 20% of a contract's
guaranteed accumulation value (or $1,000, if greater) as of the beginning of a
contract year may be transferred to variable subaccounts during that contract
year.

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

Ohio National Life administers a scheduled transfer ("DCA") program enabling you
to preauthorize automatic monthly or quarterly transfers of a specified dollar
amount of at least $300, (a) from any variable subaccount(s) to any other
subaccount(s), including the Guaranteed Accumulation Account, or (b) from the
Guaranteed Accumulation Account to any variable subaccount(s) if the DCA program
is established at the time the contract is issued, the DCA program is scheduled
to begin within 6 months of contract issue and the term of the DCA program does
not exceed 2 years. For transfers from variable subaccounts, at least 12
transfers must be scheduled and the term of the DCA program may not exceed 5
years. No transfer fee is charged for DCA transfers. Ohio National Life may
discontinue the DCA program at any time. You may also discontinue further DCA
transfers by giving Ohio National Life written notice at least 7 business days
before the next scheduled transfer.

DCA generally has the effect of reducing the risk of purchasing at the top, and
selling at the bottom, of market cycles. DCA transfers from the Guaranteed
Accumulation Account or from a fund with a stabilized net asset value, such as
the Money Market subaccount, will generally reduce the average total cost of
indirectly purchasing Fund shares because greater numbers of shares will be
purchased when the share prices are lower than when prices are higher. However,
DCA does not assure you of a profit, nor does it protect against losses in a
declining market. Moreover, for transfers from a subaccount not having a
stabilized net asset value, DCA will have the effect of reducing the average
price of the shares being redeemed. DCA might also be used to systematically
transfer accumulation values from variable subaccounts to the General
Accumulation Account, in anticipation of retirement, in order to reduce the risk
of making a single transfer during a low market.

TELEPHONE TRANSFERS

If the contract owner first submits a pre-authorization form to Ohio National
Life, transfers may be made by telephoning Ohio National Life, between 9:00 a.m.
and 3:30 p.m. (Eastern time) on days that it is open for business, at
1-800-635-3225. Ohio National Life will honor pre-authorized telephone transfer
instructions from anyone who is able to provide the personal identifying
information requested, but reserves the right to refuse to honor any such
request if that seems prudent. Telephone transfer requests will not be honored
after the annuitant's death. Ohio National Life will use reasonable procedures
to confirm that telephone instructions are genuine. (Otherwise, Ohio National
Life may be liable for any losses due to unauthorized or fraudulent
instructions.) A written confirmation will be sent following each telephone
transfer.

                                       11
<PAGE>   13
DEATH BENEFIT

In the event of the death of the annuitant and any contingent annuitant prior to
the annuity payout date, the contract provides a death benefit to be paid to a
designated beneficiary. The amount of the death benefit will be determined as of
the end of the valuation period in which written notice of death of the
annuitant is received by Ohio National Life. It will be paid in one sum into an
interest-bearing checking account established in the beneficiary's name with
Bank One, Springfield, Illinois, unless the owner or beneficiary elects
settlement under one or more of the settlement options provided in the contract.
The checking account will bear interest based upon then current money market
rates. The beneficiary will then be able to write checks against such account at
any time and in any amount up to the total in the account. Such checks must be
for a minimum of $250. The amount of death benefit is the accumulation value of
the contract or, if greater, the difference between your purchase payment and
any partial withdrawals.

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of their minor children, or any of their children ages 18 to 21 who is
either (i) living in the purchaser's household or (ii) a full-time college
student being supported by the purchaser, or any of the purchaser's minor
grandchildren under the Uniform Gifts to Minors Act. This credit is treated as
additional income under the contract. The amount of the credit equals 3.5% of
the single purchase payment. Ohio National Life credits the Guaranteed
Accumulation Account of the eligible person's contract in this amount at the
time the purchase payment is made by the eligible person.

TEXAS STATE OPTIONAL RETIREMENT PROGRAM

Under the Texas State Optional Retirement Program (the "Program"), purchase
payments may be excluded from the gross income of state employees for federal
tax purposes to the extent that such purchase payments do not exceed the
exclusion allowance provided by the Code. The Attorney General of Texas has
interpreted the Program as prohibiting any participating state employee from
receiving the surrender value of a contract funding benefits under the Program
prior to termination of employment or the state employee's retirement, death or
total disability. Therefore, no surrender or partial withdrawal by a participant
in the Program will be allowed until the first of these events occurs.

ANNUITY PERIOD
ANNUITY PAYOUT DATE

Annuity payments under a contract will begin on the annuity payout date. This
date is selected by the owner at the time the contract is issued and must be at
least 30 days after the contract date. It may be changed from time to time by
the owner so long as the annuity payout date selected is the first day of any
month at least 30 days after the date of such change. The contract restricts the
annuity payout date to not later than the first of the month following the
annuitant's 90th birthday; however, this restriction may be waived by mutual
agreement between Ohio National Life and the owner.

The contracts include Ohio National Life's assurance that annuity payments will
be paid for the lifetime of the annuitant in accordance with the annuity rates
contained in the contract, regardless of actual mortality experience.

Other than in connection with annuity Option 1(e) described below, once annuity
payments commence, the contract cannot be surrendered for cash except that, upon
the death of the annuitant, the beneficiary shall be entitled to surrender the
contract for the commuted value of any remaining period-certain payments.
Surrenders and partial withdrawals from annuity Option 1(e) are permitted at any
time.

                                       12
<PAGE>   14
ANNUITY OPTIONS

The owner may elect one or more of the following annuity options, and may change
such election anytime before the annuity payout date.

     Option     Life Annuity with installment payments for the lifetime of the
     1(a):      annuitant (under this option it is possible for the annuitant to
                receive only one payment; this could happen if the annuitant
                should die before receiving the second payment; there is no
                residual value of the contract after annuitant's death).

     Option     Life Annuity with installment payments guaranteed for five years
     1(b):      and continuing thereafter during the remaining lifetime of the 
                annuitant.

     Option     Life Annuity with installment payments guaranteed for ten years 
     1(c):      and continuing thereafter during the remaining lifetime of the 
                annuitant.

     Option     Installment Refund Life Annuity with payments guaranteed for a
     1(d):      period certain and continuing thereafter during the remaining
                lifetime of the annuitant. The number of period-certain payments
                is equal to the amount applied under this option divided by the
                amount of the first payment.

     Option     Installment Refund Annuity with payments guaranteed for a fixed
     1(e):      number (up to thirty) of years. This option is available for
                variable annuity payments only. Although the deduction for risk
                undertakings is taken from annuity unit values, Ohio National
                Life has no mortality risk during the annuity payout period
                under this option.

     Option     Joint & Survivor Life Annuity with installment payments during 
     2(a):      the lifetime of an annuitant and continuing during the lifetime 
                of a designated contingent annuitant (under this option it is
                possible for the annuitant and contingent annuitant to receive
                only one payment; this could happen if both were to die before
                receiving the second payment).

     Option     Joint & Survivor Life Annuity with installment payments 
     2(b):      guaranteed for ten years and continuing thereafter during the 
                remaining lifetime of the annuitant or a designated contingent 
                annuitant.

Other settlement options are available as agreed to by Ohio National Life.

Unless the contract owner directs otherwise, as of the annuity payout date the
contract values will be applied to provide annuity payments pro-rata from each
subaccount in the same proportion as the contract values immediately prior to
the annuity payout date.

If no election is in effect on the annuity payout date, the accumulation value
of the contract will be applied under Option 1(c) (except that certain contracts
might require a Joint and Survivor Annuity pursuant to the Pension Reform Act of
1974, as amended) with the beneficiary as payee for any remaining period-certain
installments payable after the death of the annuitant. Options 2(a) and 2(b) are
available only with the consent of Ohio National Life if the contingent
annuitant is not related to the annuitant.

The Internal Revenue Service has not ruled on the tax treatment of a commutable 
variable annuity. If you select Option 1(e), it is possible that the IRS could
determine that the entire value of the annuity is fully taxable at the time you
elect Option 1(e) or that variable annuity payments under this option should
not be taxed under the annuity rules (see Federal Tax Status, page 15), which
could result in your payments being fully taxable to you. Should the IRS so
rule, Ohio National may be required to tax report up to the full value of the
annuity to you as taxable income.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

The first variable annuity payment is determined by applying the accumulation
value for each subaccount in accordance with the settlement option tables
contained in the contract. The rates contained in those tables depend upon the
annuitant's (and any contingent annuitant's) age and sex and the option
selected. Contracts issued to plans sponsored by employers subject to Title VII
of the Civil Rights Act of 1964 or similar state statutes use annuity tables
which do not vary with annuitant's sex. The accumulation value to be applied is
determined at the end of a valuation period (selected by Ohio National Life and
uniformly applied) not more than 10 valuation periods before the annuity payout
date.

                                       13
<PAGE>   15
If the amount to be applied under an option is less than $5,000, the option
shall not be available and accumulation value shall be paid in a single sum to
the annuitant. If the first periodic payment under any option would be less than
$25, Ohio National Life reserves the right to change the frequency of payments
so that the first such payment is at least $25.

ANNUITY UNIT AND THE DETERMINATION OF SUBSEQUENT PAYMENTS 

Subsequent variable annuity payments will vary to reflect the investment
performance of each applicable subaccount. The amount of each subsequent payment
is determined by annuity units. The number of annuity units for each subaccount
is determined by dividing the dollar amount of the first annuity payment from
each subaccount by the value of the subaccount annuity unit for the same
valuation period used to determine the accumulation value of the contract
applied to provide annuity payments. This number of annuity units remains fixed
during the annuity payment period unless changed as provided below.

The annuity unit value for each subaccount was set at $10 for the valuation
period as of which the first variable annuity payable from each subaccount of
VAA and VAB was calculated. The annuity unit value for each subsequent valuation
period equals the annuity unit value for the immediately preceding valuation
period multiplied by the net investment factor (see page 10) for such subsequent
valuation period and by a factor (0.9998925 for a one-day valuation period) to
neutralize the assumed interest rate discussed below.

The dollar amount of each subsequent variable annuity payment is equal to the
fixed number of annuity units for each subaccount multiplied by the value of the
annuity unit for the valuation period.

The annuity rate tables contained in the contracts are based on the Progressive
Annuity Mortality Table with compound interest at the effective rate of 4% per
year. A higher interest assumption would mean a higher initial annuity payment
but a more slowly rising series of subsequent annuity payments if annuity unit
values were increasing (or a more rapidly falling series of subsequent annuity
payments if annuity unit values were decreasing). A lower interest assumption
would have the opposite effect. If the actual net investment rate were equal to
the assumed interest rate, annuity payments would be level.

TRANSFERS AFTER ANNUITY PAYOUT DATE

After annuity payments have been made for at least 12 months, the annuitant can,
once each 12 months, change the subaccount(s) on which variable annuity payments
are based. On at least 30 days written notice to Ohio National Life at its home
office, that portion of the periodic variable annuity payment directed by the
annuitant will be changed to reflect the investment results of a different
subaccount. The annuity payment immediately after such change will be the amount
that would have been paid without such change. Subsequent payments will reflect
the new mix of subaccount allocation.

OTHER CONTRACT PROVISIONS

ASSIGNMENT

Any amount payable in settlement of the contracts may not be commuted,
anticipated, assigned or otherwise encumbered, or pledged as loan collateral to
any person other than Ohio National Life. To the extent permitted by law, no
such amounts shall be subject in any way to any legal process to subject them to
payment of any claims against an annuitant before the annuity payout date. A
tax-qualified contract may not, but a non-tax-qualified contract may be
collaterally assigned before the annuity payout date. Ownership of a contract
may not be transferred except to (1) the annuitant, (2) a trustee or successor
trustee of a pension or profit-sharing trust which is qualified under Section
401 of the Code, or (3) the employer of the annuitant provided that the contract
after transfer is maintained under the terms of a retirement plan qualified
under Section 403(a) of the Code for the benefit of the annuitant, or (4) as
otherwise permitted by laws and regulations governing plans for which the
contract may be issued. Ownership of a non-tax-qualified contract may be
transferred.

                                       14
<PAGE>   16
PERIODIC REPORTS

Ohio National Life will furnish each owner, once each calendar quarter prior to
the annuity payout date, a statement showing the number of accumulation units
credited to the contract by subaccount and the accumulation unit value of each
unit as of the end of the preceding quarter. In addition, as long as the
contract remains in effect, Ohio National Life will forward such periodic
reports as may be furnished it by the Fund.

SUBSTITUTION FOR FUND SHARES

If investment in the Fund is no longer possible or in Ohio National Life's
judgment becomes inappropriate to the purposes of the contract, Ohio National
Life may substitute one or more other mutual funds. Substitution may be made
with respect to both existing investments and the investment of future purchase
payments. However, no such substitution will be made without any necessary
approval of the Securities and Exchange Commission. We may also add other
investment portfolios of the Fund or of additional mutual funds as eligible
investments of VAA or VAB.

CONTRACT OWNER INQUIRIES

Any questions from contract owners should be directed to Ohio National Life,
Variable Annuity Administration, P.O. Box 2669, Cincinnati, Ohio 45201;
telephone (513) 794-6452.

PERFORMANCE DATA

Ohio National Life may advertise performance data for the various Fund
portfolios showing the percentage change in the value of an accumulation unit
based on the performance of the applicable portfolio over a period of time
(usually a calendar year). Such percentage change is determined by dividing the
increase (or decrease) in value for the unit by the accumulation unit value at
the beginning of the period. This percentage figure will reflect the deduction
of any asset-based charges under the contract but will not reflect the deduction
of any applicable contingent deferred sales charge which would reduce any
percentage increase or make greater any percentage decrease.

Any such advertising will also include average annual total return figures
calculated as shown in the Statement of Additional Information. The average
annual total return figures will reflect the deduction of applicable contingent
deferred sales charges as well as applicable asset-based charges.

Ohio National Life may also distribute sales literature comparing separate
account performance to the Consumer Price Index or to such established market
indexes as the Dow Jones Industrial Average, the Standard & Poor's 500 Stock
Index, IBC's Money Fund Reports, Lehman Brothers Bond Indices, Morgan Stanley
Europe Australia Far East Index, Morgan Stanley World Index, Russell 2000 Index,
or other variable annuity separate accounts.

                               FEDERAL TAX STATUS

The following discussion of federal income tax treatment of amounts received
under a variable annuity contract is not exhaustive, does not purport to cover
all situations, and is not intended as tax advice. A qualified tax adviser
should always be consulted with regard to the application of law to individual
circumstances. Tax laws can change, even with respect to contracts that have
already been issued. Tax law revisions, with unfavorable consequences to
contracts offered by this prospectus, could have retroactive effect on
previously issued contracts or on subsequent voluntary transactions in
previously issued contracts.

Ohio National Life is taxed as a life insurance company under Subchapter L of
the Internal Revenue Code (the "Code"). Since the operations of VAA and VAB are
a part of, and are taxed with, the operations of Ohio National Life, VAA and VAB
are not separately taxed as "regulated investment companies" under Subchapter M
of the Code.

                                       15
<PAGE>   17
As to tax-qualified contracts, no federal income tax is payable under present
law on dividend income or capital gains distributions from Fund Shares held in
VAA or upon capital gains realized by VAA on redemption of Fund Shares. When a
non-tax-qualified contract is issued in connection with a deferred compensation
plan or arrangement, all rights, discretions and powers relative to the contract
are vested in the employer and you must look only to your employer for the
payment of deferred compensation benefits. Generally, in that case, an annuitant
will have no "investment in the contract" and amounts received by you from your
employer under a deferred compensation arrangement will be taxable in full as
ordinary income in the year of receipt.

The contracts described in this prospectus are considered annuity contracts
under Section 72 of the Code, which generally provides for taxation of
annuities. Under existing provisions of the Code, any increase in the
accumulation value of the contract is not taxable to you as the owner or
annuitant until you receive it, either in the form of annuity payments, as
contemplated by the contract, or in some other form of distribution (provided
that the owner of a non-tax qualified contract must be a natural person for this
purpose). With certain exceptions, where the owner of a non-tax qualified
contract is a non-natural person (corporation, partnership or trust) any
increase in the accumulation value of the contract attributable to purchase
payments made after February 28, 1986 will be treated as ordinary income
received or accrued by the owner during the current tax year.

When annuity payments commence under the contract each payment is taxable under
Section 72 of the Code as ordinary income in the year of receipt if the
annuitant has neither paid any portion of the purchase payment for the contract
nor has previously been taxed on any portion of the purchase payment. If any
portion of the purchase payment has been paid from or included in your taxable
income, this aggregate amount will be considered your "investment in the
contract" You will be entitled to exclude from your taxable income a portion of
each annuity payment equal to your "investment in the contract" divided by the
period of expected annuity payments, determined by your life expectancy and the
form of annuity benefit. Once your "investment in the contract" is recovered,
the entire portion of each annuity payment will be included in your taxable
income.

If an election is made to receive the accumulated value in a single sum in lieu
of annuity payments, any amount received or withdrawn in excess of the
"investment in the contract" will normally be taxed as ordinary income in the
year received. A partial withdrawal of contract values is taxable as income to
the extent that the accumulated value of the contract immediately before the
payment exceeds the "investment in the contract." Such a withdrawal is treated
as a distribution of earnings first and only second as a recovery of your
"investment in the contract." Any part of the value of the contract that is
assigned or pledged to secure a loan will be taxed as if it had been a partial
withdrawal and may be subject to a penalty tax.

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is (1)
received on or after the taxpayer reaches age 59-1/2; (2) made to a beneficiary
on or after the death of the annuitant; (3) attributable to the taxpayer's
becoming disabled; (4) made as a series of substantially equal periodic payments
for the life of the annuitant (or joint lives of the annuitant and beneficiary);
(5) from a contract that is a qualified funding asset for purposes of a
structured settlement; (6) made under an annuity contract that is purchased with
a single premium and with an annuity payout date not later than a year from the
purchase of the annuity, or (7) incident to divorce. If an election is made not
to have withholding apply to the early withdrawal or if an insufficient amount
is withheld, the contract owner may be responsible for payment of estimated tax.
You may also incur penalties under the estimated tax rules if the withholding
and estimated tax payments are not sufficient. Failure to provide your taxpayer
identification number will automatically subject any payments under the contract
to withholding.

                                       16
<PAGE>   18
TAX-DEFERRED ANNUITIES

Under the provisions of Section 403(b) of the Code, a purchase payment made for
an annuity contract purchased for an employee by a public educational
institution or certain other tax-exempt organizations which are described in
Section 501(c)(3) of the Code are excludable from the gross income of such
employees to the extent that the purchase payment plus any other amounts
contributed to the purchase of a contract and toward benefits under qualified
retirement plans does not exceed the exclusion allowance determined for the
employee as set forth in Sections 403(b) and 415 of the Code. Employee
contributions are, however, subject to social security (FICA) tax withholding.
All amounts received by an employee under a contract, either in the form of
annuity payments or cash withdrawal, will be taxed under Section 72 of the Code
as ordinary income for the year received, except for exclusion of any amounts
representing "investment in the contract." Under certain circumstances, amounts
received may be used to make a "tax-free rollover" into one of the types of
individual retirement arrangements permitted under the Code. Amounts received
that are eligible for "tax-free rollover" will be subject to an automatic 20%
withholding unless such amounts are directly rolled over from the tax-deferred
annuity to the individual retirement arrangement.

With respect to earnings accrued and any purchase payment made after December
31, 1988, pursuant to a salary reduction agreement under Section 403(b) of the
Code, distributions may be paid only when the employee (a) attains age 59-1/2,
(b) separates from the employer's service, (c) dies, (d) becomes disabled as
defined in the Code, or (e) incurs a financial hardship as defined in the Code.
In the case of hardship, cash distributions may not exceed the amount of such
purchase payments. These restrictions do not affect rights to transfer
investments among the subaccounts and do not limit the availability of transfers
between tax-deferred annuities.

QUALIFIED PENSION OR PROFIT-SHARING PLANS

Under present law, a purchase payment made by an employer or trustee, pursuant
to a plan or trust qualified under Section 401(a) or 403(a) of the Code, is
generally excludable from gross income of the employee. The portion, if any, of
the purchase payment made by the employee, or which is considered taxable income
to the employee in the year the payment is made, constitutes an "investment in
the contract" under Section 72 of the Code for the employee's annuity benefits.
Salary reduction payments to a profit sharing plan qualifying under Section
401(k) of the Code are generally excludable from gross income of the employee.

The Code requires that plans must prohibit any distribution to a plan
participant prior to age 59-1/2, except in the event of death, total disability
or separation from service. Distributions must commence no later than April 1 of
the calendar year following the year in which the participant reaches age
70-1/2. Premature distribution of benefits or contributions in excess of those
permitted by the Code may result in certain penalties under the Code.

If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59-1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. The taxpayer can elect to
have that portion of a lump-sum distribution attributable to years of
participation prior to January 1, 1974 given capital gains treatment. The
percentage of pre-1974 distribution subject to capital gains treatment decreases
as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and 25%, 1991. For tax
years 1992 and thereafter no capital gains treatment is available (except that
taxpayers who were age 50 before 1986 may still elect capital gains treatment.)
The employee receiving such a distribution may be able to make a "tax-free
rollover" of the distribution less the employee's "investment in the contract"
into another qualified plan in which the employee is a participant or into one
of the types of individual retirement arrangements permitted under the Code. An
employee's surviving spouse receiving such a distribution may be able to make a
tax-free rollover to one of the types of individual retirement arrangements
permitted under the Code. Amounts received that are eligible for "tax-free
rollover" will be subject to an automatic 20% withholding unless such amounts
are directly rolled over to another qualified plan or individual retirement
arrangement.

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<PAGE>   19
INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Section 408(b) of the Code provides that an individual may invest an amount up
to $2,000 per year of earned income in an IRA and claim it as a personal tax
deduction if such person or the person's spouse is not an "active participant"
in an employer maintained qualified retirement plan or such person has adjusted
gross income which does not exceed the "applicable dollar limit." For a single
taxpayer, the applicable dollar limitation is $25,000, with the amount of IRA
contribution which may be deducted reduced proportionately for Adjusted Gross
Income between $25,000-$35,000. For married couples filing jointly, the
applicable dollar limitation is $40,000, with the amount of IRA contribution
which may be deducted reduced proportionately for Adjusted Gross Income between
$40,000-$50,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $35,000 for individuals and $50,000 for married
couples filing jointly. In the alternative, an individual otherwise qualified
for an IRA may elect to contribute to an IRA for the individual and for the
individual's non-working spouse, with the total deduction limited to $4,000.

Individuals are permitted to make non-deductible IRA contributions to the extent
they are ineligible to make deductible IRA contributions. Any amount received
from another qualified plan (including another individual retirement
arrangement) which is eligible as a "tax-free rollover" may be invested in an
IRA, and is not counted toward the overall contribution limit. Earnings on
nondeductible IRA contributions are not subject to tax until they are withdrawn.
The combined limit on designated nondeductible and deductible contributions for
a tax year is the lesser of 100% of compensation or $2,000 ($4,000 in the case
of an additional contribution to a spousal IRA).

Generally, distributions (all or part) made prior to age 59-1/2 (except in the
case of death or disability) will result in a penalty tax of 10% plus ordinary
income tax treatment of the amount received. Additionally, there is an excise
tax of 6% of the amount contributed in excess of either the deductible limit or
nondeductible limit, as indicated above, if such amount is not withdrawn prior
to the filing of the income tax return for the year of contribution or applied
as an allowable contribution for a subsequent year. The excise tax will continue
to apply each year until the excess contribution is corrected. Distributions
after age 59-1/2 are treated as ordinary income at the time received.
Distributions must commence before April 1 following the year in which the
individual reaches age 70-1/2. A 50% nondeductible excise tax is imposed on the
excess in any tax year of the amount that should have been distributed over the
amount actually distributed.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPs)

Under Section 408 of the Code, employers may establish SEPPs for their
employees. Under these plans the employer may contribute on behalf of an
employee to an individual retirement account or annuity. The amount of the
contribution is excludable from the employee's income.

Certain employees who participate in a SEPP will be entitled to elect to have
the employer make contributions to a SEPP on their behalf or to receive the
contributions in cash. If the employee elects to have contributions made on the
employee's behalf to a SEPP, it is not treated as current taxable income to the
employee. Elective deferrals under a SEPP are subject to an inflation-indexed
limit which is $9,500 for 1997. Salary-reduction SEPPs are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP and if
the employer has 25 or fewer employees at all times during the preceding year.

An employee may also take a deduction for individual contributions to the IRA,
subject to the limits applicable to IRAs in general. Withdrawals from the IRAs
to which the employer contributes must be permitted. These withdrawals, however,
are subject to the general rules with respect to withdrawals from IRAs.

WITHHOLDING ON DISTRIBUTION

Distributions from tax-deferred annuities or qualified pension or profit sharing
plans that are eligible for "tax-free rollover" will be subject to an automatic
20% withholding unless such amounts are directly rolled over to an individual
retirement arrangement or another qualified plan. Federal income tax withholding
on annuity payments is required. However, recipients of annuity payments are
allowed to elect not to have the tax withheld. Such an election may be revoked
at any time with respect to annuity payments and thereafter withholding would
commence. Failure to provide your taxpayer identification number will
automatically subject any payments under the contract to withholding.

                                       18
<PAGE>   20
APPENDIX A

                            IRA DISCLOSURE STATEMENT

This statement is designed to help you understand the requirements of federal
tax law which apply to your individual retirement annuity (IRA), your simplified
employee pension IRA (SEPP-IRA) for employer contributions, or to one you
purchase for your spouse (see "IRA for Non-working Spouse", on page 19). You can
obtain more information regarding your IRA either from your sales representative
or from any district office of the Internal Revenue Service.

FREE LOOK PERIOD

The annuity contract offered by this prospectus gives you the opportunity to
return the contract for a full refund within 20 days after it is delivered (see
page 9). This is a more liberal provision than is required in connection with
IRA's. To exercise this "free-look" provision write or call the address shown
below:

The Ohio National Life Insurance Company
P. O. Box 2669
Cincinnati, Ohio 45201
Telephone: (513) 794-6452 - 8:30 a.m.  - 4:30 p.m.  (Eastern Time Zone)


ELIGIBILITY REQUIREMENTS

IRAs are intended for all persons with earned compensation whether or not they
are covered under other retirement programs. Additionally if you have a
non-working spouse (and you file a joint tax return), you may establish an IRA
on behalf of your non-working spouse. A working spouse may establish his or her
own IRA. A divorced spouse receiving taxable alimony (and no other income) may
also establish an IRA.

CONTRIBUTIONS AND DEDUCTIONS

Contributions to your IRA will be deductible if you or your spouse is not an
"active participant" in an employer maintained qualified retirement plan or you
have Adjusted Gross Income which does not exceed the "applicable dollar limit".
IRA (or SEPP-IRA) contributions must be made by no later than the time you file
your income tax return for that year. For a single taxpayer, the applicable
dollar limitation is $25,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$25,000-$35,000. For married couples filing jointly, the applicable dollar
limitation is $40,000, with the amount of IRA contribution which may be deducted
reduced proportionately for Adjusted Gross Income between $40,000-$50,000. There
is no deduction allowed for IRA contributions when Adjusted Gross Income reaches
$35,000 for individuals and $50,000 for married couples filing jointly.

Contributions made by your employer to your SEPP-IRA are excludable from your
gross income for tax purposes in the calendar year for which the amount is
contributed. Certain employees who participate in a SEPP-IRA will be entitled to
elect to have their employer make contributions to their SEPP-IRA on their
behalf or to receive the contributions in cash. If the employee elects to have
contributions made on the employee's behalf to the SEPP, those funds are not
treated as current taxable income to the employee. Elective deferrals under a
SEPP-IRA are subject to an inflation-adjusted limit which is $9,500 for 1997.
Salary-reduction SEPP-IRAs (also called "SARSEPs") are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP-IRA and
if the employer has 25 or fewer employees at all times during the preceding
year.

The IRA maximum annual contribution and your tax deduction is limited to the
lesser of: (1) $2,000 or (2) 100% of your earned compensation. Contributions in
excess of the deduction limits may be subject to penalty. See below.

Under a SEPP-IRA agreement, the maximum annual contribution which your employer
may make on your behalf to a SEPP-IRA contract which is excludable from your
income is the lesser of 15% of your salary or $22,500. An employee who is a
participant in a SEPP-IRA agreement may make after-tax contributions to the
SEPP-IRA contract, subject to the contribution limits applicable to IRAs in
general. Those employee contributions will be deductible subject to the
deductibility rules described above.

                                       19
<PAGE>   21
The maximum tax deductible annual contribution that a divorced spouse with no
other income may make to an IRA is the lesser of (1) $2,000 or (2) 100% of
taxable alimony.

If you or your employer should contribute more than the maximum contribution
amount to your IRA or SEPP-IRA, the excess amount will be considered an "excess
contribution". You are permitted to withdraw an excess contribution from your
IRA or SEPP-IRA before your tax filing date without adverse tax consequences.
If, however, you fail to withdraw any such excess contribution before your tax
filing date, a 6% excise tax will be imposed on the excess for the tax year of
contribution.

Once the 6% excise tax has been imposed, an additional 6% penalty for the
following tax year can be avoided if the excess is (1) withdrawn before the end
of the following year, or (2) treated as a current contribution for the
following year. (See the Pre-mature Distributions, page 20, for penalties
imposed on withdrawal when the contribution exceeds $2,000).

IRA FOR NON-WORKING SPOUSE

If you establish an IRA for yourself, you may also be eligible to establish an
IRA for your "non-working" spouse. In order to be eligible to establish such a
spousal IRA, you must file a joint tax return with your spouse and if your
non-working spouse has compensation, his/her compensation must be less than your
compensation for the year. Contributions of up to $2,000 each may be made to
your IRA and the spousal IRA if the combined compensation of you and your spouse
is at least equal to the amount contributed. If requirements for deductibility
(including income levels) are met, you will be able to deduct an amount equal to
the least of (i) the amount contributed to the IRA's; (ii) $4,000; or (iii) 100%
of your combined gross income.

Contributions in excess of the contribution limits may be subject to penalty.
See above under "Contributions and Deductions". If you contribute more than the
allowable amount, the excess portion will be considered an excess contribution.
The rules for correcting it are the same as discussed above for regular IRAs.

Other than the items mentioned in this section, all of the requirements
generally applicable to IRAs are also applicable to IRAs established for
non-working spouses.

ROLLOVER CONTRIBUTION

Once every year, you are permitted to withdraw any portion of the value of your
IRA or SEPP-IRA and reinvest it in another IRA or bond. Withdrawals may also be
made from other IRAs and contributed to this contract. This transfer of funds
from one IRA to another is called a "rollover" IRA. To qualify as a rollover
contribution, the entire portion of the withdrawal must be reinvested in another
IRA within 60 days after the date it is received. You will not be allowed a
tax-deduction for the amount of any rollover contribution.

A similar type of rollover to an IRA can be made with the proceeds of a
qualified distribution from a qualified retirement plan or tax-sheltered
annuity. Properly made, such a distribution will not be taxable until you
receive payments from the IRA created with it. Unless you were a self-employed
participant in the distributing plan, you may later rollover such a contribution
to another qualified retirement plan as long as you have not mixed it with IRA
(or SEPP-IRA) contributions you have deducted from your income. (You may roll
less than all of a qualified distribution into an IRA, but any part of it not
rolled over will be currently includable in your income without any capital
gains treatment.)

PREMATURE DISTRIBUTIONS

At no time can your interest in your IRA or SEPP-IRA be forfeited. To insure
that your contributions will be used for your retirement, the federal tax law
does not permit you to use your IRA or SEPP-IRA as security for a loan.
Furthermore, as a general rule, you may not sell or assign your interest in your
IRA or SEPP-IRA to anyone. Use of an IRA (or SEPP-IRA) as security or assignment
of it to another will invalidate the entire annuity. It then will be includable
in your income in the year it is invalidated and will be subject to a 10%
penalty tax if you are not at least age 59-1/2 or totally disabled unless you
comply with special rules requiring distributions to be made at least annually
over your life expectancy.

                                       20
<PAGE>   22
The 10% penalty tax does not apply to the withdrawal of an excess contribution
as long as the excess is withdrawn before the due date of your tax return.
Withdrawal of excess contributions after the due date of your tax return will
generally be subject to the 10% penalty unless the excess contribution results
from erroneous information from a plan trustee making an excess rollover
contribution or unless you are over age 59 1/2 or are disabled.

DISTRIBUTION AT RETIREMENT

Once you have attained age 59-1/2 (or have become totally disabled), you may
elect to receive a distribution of your IRA (or SEPP-IRA) regardless of when you
actually retire. You may elect to receive the distribution in either one sum or
under any one of the periodic payment options available under the contract. The
distributions from your IRA under any one of the periodic payment options or in
one sum will be treated as ordinary income as you receive them.

INADEQUATE OR UNDER DISTRIBUTIONS - 50% TAX

Your IRA or SEPP-IRA is intended to provide retirement benefits over your
lifetime. Thus, federal law requires that you either (1) receive a lump-sum
distribution of your IRA by April 1 of the year following the year in which you
attain age 70-1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life expectancy (or over the joint life
expectancies of you and your spouse). If the payments are not sufficient to meet
these requirements, an excise tax of 50% will be imposed on the amount of any
underpayment.

DEATH BENEFITS

If you, (or your surviving spouse) die before receiving the entire value of your
IRA (or SEPP-IRA), the remaining interest must be distributed to your
beneficiary (or your surviving spouse's beneficiary) in one lump-sum or applied
to purchase an immediate annuity for the beneficiary. This annuity must be
payable over the life expectancy of the beneficiary within one year after your
or your spouse's death. If your spouse is the designated beneficiary, he or she
is treated as the owner of the IRA. If minimum required distributions have
begun, the entire amount must be distributed at least as rapidly as if the owner
had survived. A distribution of the balance of your IRA upon your death will not
be considered a gift for federal tax purposes, but will be included in your
gross estate for purposes of federal estate taxes.

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