ONE GROUP
497, 1996-08-28
Previous: PINNACLE FUND, NSAR-A, 1996-08-28
Next: ONE GROUP, 24F-2NT, 1996-08-28



<PAGE>   1
THE ONE GROUP(R) ULTRA SHORT-TERM INCOME FUND                         PROSPECTUS

Investment Adviser:  BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Ultra
Short-Term Income Fund (formerly The One Group(R)Government ARM Fund) Class A,
Class B and Fiduciary Class shares.

THE ONE GROUP(R) ULTRA SHORT-TERM INCOME FUND (THE "FUND") SEEKS A HIGH LEVEL
OF CURRENT INCOME CONSISTENT WITH LOW VOLATILITY OF PRINCIPAL BY INVESTING IN A
DIVERSIFIED PORTFOLIO OF SHORT-TERM INVESTMENT GRADE SECURITIES.

Class A and Class B shares are offered to the general public.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodial or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the
Securities and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996




<PAGE>   2



<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                                                              PAGE
<S>                                                                                                              <C>
SUMMARY  ......................................................................................................   3

ABOUT THE FUND.................................................................................................   4
         EXPENSE SUMMARY.......................................................................................   4
         THE FUND .............................................................................................   8
         INVESTMENT OBJECTIVE..................................................................................   8
         INVESTMENT POLICIES...................................................................................   8

HOW TO DO BUSINESS WITH THE ONE GROUP(R).......................................................................  11
         HOW TO INVEST IN THE ONE GROUP(R).....................................................................  11
         ALTERNATIVE SALES ARRANGEMENTS........................................................................  14
         EXCHANGES.............................................................................................  16
         REDEMPTIONS...........................................................................................  17

FUND MANAGEMENT................................................................................................  18
         THE ADVISER...........................................................................................  18
         THE DISTRIBUTOR.......................................................................................  19
         THE ADMINISTRATOR.....................................................................................  19
         THE TRANSFER AGENT AND CUSTODIAN......................................................................  20
         COUNSEL AND INDEPENDENT ACCOUNTANTS...................................................................  20

OTHER INFORMATION..............................................................................................  20
         THE TRUST.............................................................................................  20
         OTHER INVESTMENT POLICIES.............................................................................  21
         DESCRIPTION OF PERMITTED INVESTMENTS..................................................................  22
         MISCELLANEOUS.........................................................................................  31
         PERFORMANCE...........................................................................................  31
         TAXES.................................................................................................  31
</TABLE>



<PAGE>   3
SUMMARY

The One Group(R) (the "Trust") is an open-end management investment company that
provides a convenient way to invest in professionally managed portfolios of
securities. The following provides basic information about the Class A, Class B
and Fiduciary Class shares of The One Group(R) Ultra Short-Term Income Fund. The
One Group(R)Ultra Short-Term Income Fund was formerly known as The One Group(R)
Government ARM Fund.

WHAT IS THE INVESTMENT OBJECTIVE?  The Fund seeks a high level of current
income consistent with low volatility of principal by investing in a
diversified portfolio of short-term investment grade securities.  See
"Investment Objective."

WHAT ARE THE PERMITTED INVESTMENTS? The Fund will normally invest at least 80%
of its total assets in debt securities of all types, including money market
instruments. In addition, a significant portion of the Fund's total assets may
be invested in other securities, including preferred stock. The Fund's
investments are subject to market and interest rate fluctuations which may
affect the value of the Fund's shares. The Fund may only invest in select
derivatives; their characteristics and limitations on their use are more fully
described in "Description of Permitted Investments." There are many types of
derivative securities with varying degrees of potential risk and return. See
"Investment Policies."

WHO IS THE ADVISER?  Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR?  The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN?  State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust for which services it
receives a fee.  Bank One Trust Company, N.A.  serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."

WHO IS THE DISTRIBUTOR?  The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."



                                                                               3

<PAGE>   4



ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) ULTRA SHORT-TERM INCOME FUND

<TABLE>
<CAPTION>
                                                                                                       FIDUCIARY
                                                                     CLASS A           CLASS B           CLASS
                                                                     -------           -------           -----
<S>                                                                   <C>             <C>                 <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)                                 3.00%            none               none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)(2)                      none           3.00%               none
Redemption Fees                                                        none            none               none
Exchange Fees                                                          none            none               none
ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fee (after fee waivers)(4)                         .40%            .40%               .40%
12b-1 Fees (after fee waivers)(5)                                      .25%            .75%               none
Other Expenses                                                         .30%            .30%               .30%     
- -------------------------------------------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES(6)                                            .95%           1.45%               .70%     
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first
         anniversary of purchase.

(3)      The expense information in the table has been restated to reflect
         current fees that would have been applicable had they been in effect
         during the previous fiscal year.

(4)      Investment Advisory Fees have been revised to reflect fee waivers
         effective as of the date of this Prospectus. The Adviser may
         voluntarily agree to waive a part of its fees. Absent this voluntary
         reduction, Investment Advisory Fees would be .55% for all classes of
         shares.

(5)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plans, 12b-1 fees (as a percentage of average
         daily net assets) would be .35% for Class A shares and 1.00% for Class
         B shares. There are no 12b-1 fees charged to Fiduciary Class shares.
         The 12b-1 fees include a Shareholder servicing fee of .25% of the
         average daily net assets of the Fund's Class B shares and may include
         a Shareholder servicing fee of .25% of the average daily net assets of
         the Fund's Class A shares. See "The Distributor."

(6)      Total Operating Expenses have been revised to reflect fee waivers
         effective as of the date of this Prospectus. Other Expenses are based
         on the Fund's expenses during the most recent fiscal year. Absent the
         voluntary reduction of Investment Advisory and 12b-1 fees, Total
         Operating Expenses would be 1.20% for Class A Shares, 1.85% for Class
         B Shares, and .85% for Fiduciary Class Shares.


                                                                               4

<PAGE>   5

EXAMPLE: An investor would pay the following expenses on a $1,000 investment in
Class A and Fiduciary Class shares of the Fund, assuming: (1) imposition of the
maximum sales charge for Class A shares; (2) 5% annual return; and (3)
redemption at the end of each time period.

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                     <C>            <C>               <C>              <C>
Class A                                                 $39            $59               $81              $143
Fiduciary Class                                         $ 7            $22               $39              $ 87
</TABLE>

Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:

<TABLE>
<CAPTION>
                                                        1 YEAR         3 YEARS         5 YEARS          10 YEARS
                                                        ------         -------         -------          --------
<S>                                                       <C>           <C>             <C>               <C>
Class A                                                   $42           $67             $94               $171
Fiduciary Class                                           $ 9           $27             $47               $105
</TABLE>

EXAMPLE: An investor would pay the following expenses on a $1,000 investment in
Class B shares, assuming: (1) deduction of the applicable maximum Contingent
Deferred Sales Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
                                                          1 YEAR       3 YEARS         5 YEARS            10 YEARS
                                                          ------       -------         -------            --------
<S>                                                       <C>           <C>             <C>               <C>
Assuming a complete redemption
  at end of period                                        $45           $66             $79               $147
Assuming no redemption                                    $15           $46             $79               $147
</TABLE>

Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:

<TABLE>
<CAPTION>
                                                          1 YEAR        3 YEARS         5 YEARS           10 YEARS
                                                          ------        -------         -------           --------
<S>                                                       <C>           <C>             <C>               <C>
Assuming a complete redemption
  at end of period                                        $49           $78             $100              $184
Assuming no redemption                                    $19           $58             $100              $184
</TABLE>

Class B shares automatically convert to Class A shares after six (6) years.
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

The rules of the Securities and Exchange Commission (the "SEC") require that
the maximum sales charge be reflected in the above table. However, investors of
the Fund ("Shareholders") may, under certain circumstances, qualify for reduced
sales charges. See "How to Invest in The One Group(R)." Long-term Shareholders
of Class A and Class B shares may pay more than the equivalent of the maximum
front-end sales charges otherwise permitted by the National Association of
Securities Dealers' Rules.

FINANCIAL HIGHLIGHTS

The Trust was organized as a Massachusetts Business Trust on May 23, 1985. The
Trust currently consists of 39 separate investment portfolios (the "funds").
Currently, shares in The One Group(R) Ultra Short-Term Income Fund are offered
in three separate classes: Class A shares, Class B shares, and Fiduciary Class
shares.

The following tables set forth financial information with respect to the
Financial Highlights for Class A, Class B and Fiduciary Class shares of the
Fund for the period from commencement of operations of each such class of the
Fund to December 31, 1995. Such information is a part of the financial
statements audited by Coopers & Lybrand L.L.P., independent accountants for the
Trust, as well as unaudited financial statements for the period ended December
31, 1995.  The report of Coopers & Lybrand, L.L.P. on the Trust's financial
statements for the year ended June 30, 1995 and the unaudited financial
statements for the period ended December 31, 1995 appear in the Statement of
Additional Information. Further information about the Fund's performance is
contained in the Annual and Semi-Annual Reports to Shareholders, which may be
obtained without charge from the Distributor by calling 1-800-480-4111 during
business hours.

                                                                               5

<PAGE>   6



THE ONE GROUP(R) ULTRA SHORT-TERM INCOME FUND
FINANCIAL HIGHLIGHTS

For a share of each class outstanding throughout each period.

                         Ultra Short-Term Income Fund(1)
                         Period Ended December 31, 1995
<TABLE>
<CAPTION>
                                            ------------------------------------------------------
                                                                  Fiduciary                        
                                            ------------------------------------------------------
                                              Six Months                                                        
                                                 Ended                 Years Ended June 30,                    
                                            December 31, 1995          -------------------
                                               (Unaudited)       1995          1994        1993(b)
                                               -----------       ----          ----        -------
<S>                                             <C>              <C>          <C>          <C>                   
NET ASSET VALUE,
 BEGINNING OF PERIOD............                  $9.84          $9.85        $10.03       $10.00      
                                                  -----          -----        ------       ------      
Investment Activities                              0.31           0.55          0.36         0.17      
  Net Investment Income.........
Net realized and unrealized gains
   (losses) from investments....                    .00          (0.05)        (0.15)       (0.03)     
                                                  -----          ------        ------       ------     
Total from Investment Activities                   0.31           0.50          0.21         0.20      
                                                                 -----         -----        -----      
Distributions
   Net Investment Income........                  (0.30)         (0.48)        (0.37)       (0.17)     
In excess of net investment
   income.......................                    .00          (0.03)        (0.02)         .00      
                                                  -----          ------        ------       -----      
Total Distributions.............                  (0.30)         (0.51)        (0.39)       (0.17)     
                                                --------        -------       -------       ------     
NET ASSET VALUE,
   END OF PERIOD................                $  9.85         $ 9.84        $ 9.85       $10.03      
                                                =======         ======        ======       ======      
Total Return (excludes sales charge)               3.18%(e)       5.14%         2.16%        4.93%(d)  
RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period (000)             $40,456         $51,050       $139,593     $154,413   
Ratio of expenses to average
   net assets...................                   0.57%(d)       0.61%         0.65%        0.58%(d)  
Ratio of net investment income
   to average net assets........                   6.15%(d)       5.18%         3.70%        4.71%(d)  
Ratio of expenses to average net
   assets*......................                   1.18%(d)       1.01%         0.81%        1.03%(d)  
Ratio of net investment income
   to average net assets*.......                   5.54%(d)       4.78%         3.54%        4.26%(d)  
Portfolio Turnover (f)..........                  11.90%          2.91%       242.20%      109.96%      


<CAPTION>
                                            ------------------------------------------------------
                                                                   Class A                        
                                            ------------------------------------------------------
                                              Six Months                                                        
                                                 Ended                 Years Ended June 30,                    
                                            December 31, 1995          -------------------
                                               (Unaudited)       1995          1994        1993(c)
                                               -----------       ----          ----        -------
<S>                                             <C>              <C>          <C>          <C>                   
NET ASSET VALUE,
 BEGINNING OF PERIOD............                 $9.83           $9.84         $10.03       $10.00
                                                 -----           -----         ------       ------
Investment Activities                             0.29            0.52           0.36         0.14
  Net Investment Income.........
Net realized and unrealized gains
   (losses) from investments....                   .00           (0.06)         (0.17)       (0.03)
                                                 -----           ------         ------      -------
Total from Investment Activities                  0.29            0.46           0.19         0.17
                                                 -----           -----          -----        -----
Distributions
   Net Investment Income........                 (0.28)          (0.46)         (0.34)       (0.14)
In excess of net investment
   income.......................                   .00           (0.01)         (0.04)         .00
                                                 -----           ------         ------       -----
Total Distributions.............                 (0.28)          (0.47)         (0.38)       (0.14)
                                                 ------         -------        -------      -------
NET ASSET VALUE,
   END OF PERIOD................                $ 9.84          $ 9.83         $ 9.84       $10.03
                                                ======          ======         ======       ======      
Total Return (excludes sales charge)              2.98%(e)        4.84%          1.95%        4.78%(d)
RATIOS/SUPPLEMENTARY DATA: 
   Net Assets at end of period (000)            $1,455            $4,631        $19,053       $3,106
Ratio of expenses to average
   net assets...................                  0.77%(d)        0.86%          0.89%        0.81%(d)
Ratio of net investment income
   to average net assets........                  5.80%(d)        4.88%          3.54%        4.47%(d)
Ratio of expenses to average net
   assets*......................                  1.48%(d)        1.36%          1.14%        1.34%(d)
Ratio of net investment income
   to average net assets*.......                  5.09%(d)        4.38%          3.29%        3.95%(d)
Portfolio Turnover (f)..........                 11.90%           2.91%        242.20%      109.96%
                                                

<CAPTION>
                                            -----------------------------------------
                                                            Class B                        
                                            -----------------------------------------
                                            Six Months Ended                                                       
                                              December 31,       Years Ended June 30,                    
                                                  1995           --------------------
                                               (Unaudited)       1995         1994(a)   
                                               -----------       ----         -------   
<S>                                             <C>              <C>          <C>                        
NET ASSET VALUE,                                
 BEGINNING OF PERIOD............                 $9.84            $9.86        $9.98
                                                 -----            -----        -----
Investment Activities                             0.26             0.47         0.12
  Net Investment Income.........
Net realized and unrealized gains
   (losses) from investments....                   .00            (0.04)       (0.11)
                                                 -----            ------       ------
Total from Investment Activities                  0.26             0.43         0.01
                                                 -----            -----        -----
Distributions
   Net Investment Income........                 (0.26)           (0.45)       (0.12)
In excess of net investment
   income.......................                   .00              .00        (0.01)
                                                 -----            -----        ------
Total Distributions.............                 (0.26)           (0.45)       (0.13)
                                                -------          -------      -------
NET ASSET VALUE,
   END OF PERIOD................                $ 9.84           $ 9.84       $ 9.86
                                                ======           ======       ======   
Total Return (excludes sales charge)              2.65%(e)         4.77%       (0.09)%(e)
RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period (000)             $ 186            $ 160        $ 15
Ratio of expenses to average
   net assets...................                  1.19%(d)         1.31%        1.41%(d)
Ratio of net investment income
   to average net assets........                  5.93%(d)         4.91%        3.49%(d)
Ratio of expenses to average net
   assets*......................                  1.90%(d)         1.96%        1.83%(d)
Ratio of net investment income
   to average net assets*.......                  5.22%(d)         4.26%        3.07%(d)
Portfolio Turnover (f)..........                 11.90%            2.91%      242.20%
</TABLE>

*    During the period the investment advisory, 12b-1, and administration fees
     were voluntarily reduced.  If such voluntary fee reductions had not 
     occured, the ratios would have been as indicated.

(a)  Class B Shares commenced offering on January 14, 1994.
(b)  The Fund commenced operations on February 2, 1993.
(c)  Class A Shares commenced offering on March 10, 1993.
(d)  Annualized.
(e)  Not annualized.
(f)  Portfolio turnover is calculated on the basis of the Fund as a whole 
     without distinguishing among the classes of shares issued.
(1)  Formerly the Government ARM Fund.




                                                                               6

<PAGE>   7
THE FUND

The One Group(R) Ultra Short-Term Income Fund (the "Fund") is part of The One
Group(R) (the "Trust"), which is an open-end management investment company that
offers units of beneficial interest ("shares") in 39 separate funds and
different classes of certain of the funds. This Prospectus relates to Class A,
Class B, and Fiduciary Class shares of The One Group(R) Ultra Short-Term Income
Fund, which provide for variations in distribution costs, voting rights,
dividends and per share net asset value pursuant to a multiple class plan
("Multiple Class Plan") adopted by the Board of Trustees of the Trust. Except
for these differences among classes, each share of the Fund represents an
undivided, proportionate interest in the Fund. The Fund is a diversified mutual
fund. Information regarding the Trust's other funds and their classes is
contained in separate prospectuses which may be obtained from the Trust's
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219, or by calling 1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income consistent with low volatility of
principal by investing in a diversified portfolio of short-term investment
grade securities.

The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.

INVESTMENT POLICIES

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental or is expressly deemed to be changeable
only by such a majority vote.

PERMISSIBLE INVESTMENTS

The Fund will normally invest at least 80% of its total assets in debt
securities of all types, including money market instruments. In addition, a
significant portion of the Fund's total assets may be invested in other
securities, including preferred stock. The Fund will invest in adjustable rate
mortgage pass-through securities and other securities representing an interest
in or collateralized by mortgages with periodic interest rate resets, some of
which may be subject to repurchase agreements. These securities often are
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
However, the Fund also may purchase mortgage-backed securities that are issued
by non-governmental entities. Such securities may or may not have private
insurer guarantees as to timely payments.

The Fund also may employ certain active management techniques to hedge the
interest rate risks associated with the Fund's securities and to minimize
fluctuation in its net asset value. These techniques include, but are not
limited to, mortgage and interest rate swaps and interest rate floors and caps.
The Fund also may employ other investment techniques to enhance returns, such
as loans of Fund securities, mortgage dollar rolls, repurchase agreements,
options contracts and reverse repurchase agreements. These practices could
expose the Fund to potentially greater return as well as potentially greater
risk of loss than more traditional fixed income investments.

The Fund will maintain a maximum duration approximately equal to that of a
two-year U.S. Treasury security. Under normal interest rate conditions, the
Fund's actual duration is expected to be in a range approximately equal to that
of a 6-month to one-year U.S. Treasury security. The Fund's duration is a
measure of price sensitivity, including expected cash flow and mortgage
prepayments under a wide range of interest rate scenarios. Maturity measures
only the time until final payment is due on a bond or other debt security; it
takes no account of the pattern of a security's cash flows over time, including
how cash flow is affected by prepayments and by changes in interest rates. In
computing duration, the Fund will have to estimate the duration of obligations
that are subject to prepayment or redemption by the issuer taking into account
the influence of interest rates on prepayments and coupon flows. This method of
computing duration is known as option-adjusted duration. The Fund may use
various techniques to shorten or lengthen the option-adjusted duration of its
portfolio, including the acquisition of debt obligations at a premium or
discount, mortgage and interest rate swaps, and interest rate caps and floors,
futures contracts and options on futures contracts. The Fund's average weighted
life will range between four and five years.

The Fund will normally only invest in debt securities that are rated in one of
the four highest rating categories by a least one nationally recognized
statistical rating organization ("NRSRO") at the time of investment (for
example BBB or better by Standard & Poor's Corporation ("S&P") or Baa or better
by Moody's Investors Services ("Moody's") or, if unrated, determined by the
Adviser to be of comparable quality. Preferred stock generally will be rated in
one of the four highest rating categories by at least one NRSRO at the time of
investment (for example, BBB or better by S&P or Baa or better by Moody's) or,
if unrated,

                                                                               7

<PAGE>   8



determined by the Adviser to be of comparable quality. Securities that are
rated in the fourth highest rating category by a NRSRO are deemed by these
rating services to have some speculative characteristics.

The Fund also may purchase taxable and tax-exempt municipal securities.
Municipal securities, if bonds, must be rated in one of the four highest
categories by at least one NRSRO at the time of investment (BBB or better by
S&P or Baa or better by Moody's), or if unrated, determined by the Adviser to
be of comparable quality. Other municipal securities, such as tax-exempt
commercial paper, notes, and variable rate demand obligations, must be rated in
one of the two highest rating categories by at least one NRSRO at the time of
investment (such as A-2 by S&P or P-2 by Moody's with respect to notes; and A-2
by S&P or VMIG-2 by Moody's, with respect to variable rate demand obligations)
or, if unrated, determined by the Adviser to be of comparable quality.

In addition to the permitted investments described above, the Fund may also
invest in asset-backed securities, preferred stock, corporate securities,
convertible securities, securities purchased on a when-issued basis and forward
commitments, variable and floating rate notes, commercial paper, time deposits,
certificates of deposit, receipts, which may include Treasury Receipts ("TRS"),
Treasury Investment Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasury Securities ("CATS"), U.S. Treasury obligations, which may include
Separately Traded Registered Interest and Principal Securities ("STRIPS") and
Coupon Under Book Entry Safekeeping ("CUBES"), bankers' acceptances, restricted
securities, structured instruments, municipal securities, demand features,
short-term funding agreements, securities of foreign issuers, and securities of
other investment companies. As further described under the "Description of
Permitted Investments," the Fund may use the following investment instruments
and/or techniques: multiple class pass-through securities and collateralized
mortgage obligations ("CMOs"), real estate mortgage investment conduits
("REMICs"), stripped mortgage-backed securities, fixed rate mortgage loans, and
inverse floating rate instruments.

In addition to those investments and techniques listed above, the Fund may
invest in new options, futures contracts and other financial products that may
be developed, to the extent that these products are consistent with the Fund's
investment objective and policies.

This list of permissible investments includes select securities that may be
commonly considered to be derivatives, including: mortgage dollar rolls,
options, futures contracts, options on futures contracts, multiple class
pass-through securities and collateralized mortgage obligations (CMOs and
REMICs), stripped mortgage backed securities (IOs and POs) inverse floating
rate instruments, swap, cap and floor transactions and new financial products.
These securities and limitations on their use are more fully described in the
"Description of Permitted Investments."

For a description of the Fund's permitted investments, see "Description of
Permitted Investments" and the Statement of Additional Information. For a
description of permitted investments for temporary defensive purposes, see
"Temporary Defensive Position."

RISK FACTORS

The market value of the Fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates.  Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of portfolio securities will not affect cash
income derived from these securities but will affect the Fund's net asset
value.

Because the Fund's investments are interest rate sensitive, the Fund's
performance will depend in large part upon the ability of the Fund to
anticipate and respond to fluctuations in market interest rates and to utilize
appropriate strategies to maximize returns to the Fund, while attempting to
minimize the associated risks to its invested capital. Operating results will
also depend upon the availability of opportunities for the investment of the
Fund's assets, including purchases and sales of suitable securities.

Municipal securities rated in the fourth highest rating category by a NRSRO are
generally considered to be investment grade, although S&P indicates that such
municipal securities have speculative characteristics. Changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity of the issuers of such securities to make principal and interest
payments than is the case with higher grade securities.

The Fund's investments in mortgage pass-through securities and other securities
representing an interest in or collateralized by adjustable rate and fixed rate
mortgage loans ("Mortgage-Backed Securities") entail certain risks. These risks
include the failure of an issuer or guarantor to meet its obligations, adverse
interest rate changes, adverse economic, real estate or unemployment trends,
failures in connection with processing of transactions and the effect of
prepayments on mortgage cash flows. To the extent the Fund invests in
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities, however, credit- and performance-related risks otherwise
associated with Mortgage-Backed Securities will be reduced.

                                                                               8

<PAGE>   9



The investment characteristics of Mortgage-Backed Securities differ from
traditional debt securities. These differences can result in significantly
greater price and yield volatility than is the case with traditional fixed
income securities. The major differences typically include more frequent
interest and principal payments, usually monthly, the adjustability of interest
rates, and the possibility that prepayments of principal may be made at any
time. Prepayment rates are influenced by changes in current interest rates and
a variety of economic, geographic, social, and other factors. During periods of
declining interest rates, prepayment rates can be expected to accelerate. Under
certain interest rate and prepayment rate scenarios, the Fund may fail to
recoup fully its investment in Mortgage-Backed Securities even if there is a
direct or indirect governmental or agency guarantee. The Fund intends to use
hedging techniques to control this risk. In general, changes in the rate of
prepayments on a Mortgage-Backed Security will change that security's market
value and its yield to maturity, and could force the Fund to reinvest principal
at a time when it may receive a rate of interest that is unattractive relative
to the rates on its existing portfolio of adjustable rate mortgage pass-through
securities.  Thus, Mortgage-Backed Securities may not be an effective means for
the Fund to lock in long-term interest rates. Conversely, during periods when
interest rates rise, slow prepayments could cause the average life of the
security to lengthen and the value to decline more than anticipated. Finally,
to the extent Mortgage-Backed Securities are purchased at a premium, mortgage
foreclosures and unscheduled principal prepayments may result in some loss of
the Fund's principal investment to the extent of the premium paid. On the other
hand, if such securities are purchased at a discount, both a scheduled payment
of principal and an unscheduled prepayment of principal will increase current
and total returns and will accelerate the recognition of income.

Certain investment management techniques that the Fund may use may expose the
Fund to special risks. These include, but are not limited to, engaging in
hedging transactions (including mortgage and interest rate swaps and interest
rate floors and caps), purchasing and selling futures and options, making
forward commitments, purchasing structured instruments, lending portfolio
securities and entering into mortgage dollar rolls. These practices could
expose the Fund to potentially greater risk of loss than more traditional
fixed-income investments.

Investments in securities of foreign issuers may involve greater risks than are
present in U.S. investments. In general, issuers in many foreign countries may
not be subject to accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to U.S. companies.
There may be less information publicly available about and less regulation of
foreign issuers than U.S. companies. Transaction costs may be higher for
investments in foreign issuers. Securities of some foreign companies are less
liquid, and their prices more volatile, than securities of comparable U.S.
companies. The values of foreign securities may be affected (favorably or
unfavorably) by changes in currency exchange rates. Settlement of transactions
in some foreign markets may be delayed or may be less frequent than in the
United States, which could adversely affect the liquidity of the Fund. In
addition, with respect to some foreign countries, there are the possibilities
of expropriation or confiscatory taxation, the imposition of additional taxes
or tax withholding, limitations on the removal of securities, property or other
assets of the Fund, political or social instability, and diplomatic
developments, which could affect the value of investments in those countries.

For additional information on each of the Fund's permitted investments and
associated risks, see "Description of Permitted Investments."


                                                                               9

<PAGE>   10



HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100,
respectively ($100 and $25, respectively for employees of BANC ONE CORPORATION
and its affiliates). Initial and subsequent investment minimums may be waived
at the Distributor's discretion. Investors may purchase up to a maximum of
$250,000 of Class B shares per individual purchase order.


Class A and Class B shares are offered to the general public. Fiduciary Class
shares are offered to institutional investors, including affiliates of BANC ONE
CORPORATION and any bank, depository institution, insurance company, pension
plan or other organization authorized to act in fiduciary, advisory, agency,
custodial or similar capacities (each an "Authorized Financial Organization").
For additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O.  Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares and Class A shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the shares of the
Fund may be an appropriate investment. The Trust's retirement plan allows
participants to defer taxes while helping them build their retirement savings.

The One Group(R)'s Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.



                                                                              10

<PAGE>   11
ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be canceled if the Transfer Agent does not receive Federal funds
before the close of business on the next Business Day for Fiduciary Class
shares, and before the close of business on the third Business Day for Class A
and Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund is determined by dividing the total market value of the Fund's
investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of 4:00 p.m., eastern
time, on each Business Day. For a further discussion of the calculation of net
asset value, see the Statement of Additional Information. Shares may also be
issued in transactions involving the acquisition by the Fund of securities held
by collective investment funds sponsored and administered by affiliates of the
Adviser. Purchases will be made in full and fractional shares of the Fund
calculated to three decimal places. Although the methodology and procedures are
identical, the net asset value per share of classes within the Fund may differ
because the distribution expenses charged to Class A shares and Class B shares
are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, and Class A shares that are offered to investors in
certain retirement plans such as 401(k) and similar plans, other than
Individual Retirement Accounts, will normally be held in the name of the
Shareholder Servicing Agent effecting the purchase on the Shareholder's behalf,
and it is the Shareholder Servicing Agent's responsibility to transmit purchase
orders to the Distributor. A Shareholder Servicing Agent may impose an earlier
cut-off time for receipt of purchase orders directed through it to allow for
processing and transmittal of these orders to the Distributor for effectiveness
the same day. The Shareholder should contact his or her Shareholder Servicing
Agent for information as to the Shareholder Servicing Agent's procedures for
transmitting purchase, exchange or redemption orders to the Trust. A
Shareholder who desires to transfer the registration of shares beneficially
owned by him or her, but held of record by a Shareholder Servicing Agent,
should contact the Shareholder Servicing Agent to accomplish such change. Other
Shareholders who desire to transfer the registration of their shares should
contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
<S>                                                <C>                      <C>                       <C>
less than $100,000                                 3.00%                    3.09%                     2.70%
$100,000 but less than $250,000                    2.50%                    2.56%                     2.18%
$250,000 but less than $500,000                    2.00%                    2.04%                     1.64%
$500,000 but less than $1,000,000                  1.50%                    1.52%                     1.20%
$1,000,000 or more                                 0.00%                    0.00%                     0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund,

                                                                              11

<PAGE>   12



in the form of payment for travel expenses, including lodging, incurred in
connection with trips taken by qualifying registered representatives to places
within or outside the United States, and additional compensation in an amount
up to 1.00% of the offering price of Class A shares of the Fund for sales of $1
million to $5 million, and 0.50% for sales over $5 million. An investor who
purchases $1 million or more of Class A shares and is not assessed a sales
charge at the time of purchase, will be assessed a sales charge equivalent to
1% of the purchase price if such investor redeems any or all of the Class A
shares prior to the first anniversary of purchase. Under certain circumstances,
commissions up to the amount of the entire sales charge will be reallowed to
financial institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.

RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that impose a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares

                                                                              12

<PAGE>   13


of a mutual fund (other than a fund of the Trust) for which a sales charge was
paid; (vii) purchased in an Individual Retirement Account with the proceeds of
a distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the
bank or broker-dealer has an agreement with the Distributor; (x) directly
purchased with the proceeds of a distribution on a bond for which a BANC ONE
CORPORATION affiliate bank or trust company is the Trustee or Paying Agent; or
(xi) purchased in connection with plans of reorganization of the Fund, such as
mergers, asset acquisitions and exchange offers to which the Fund is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the fourth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). The Distributor has voluntarily agreed to
reduce the amount of this fee to .75% of the Fund's average daily net assets
attributable to the Class B shares for the indefinite future. This ongoing fee
will cause Class B shares to have a higher expense ratio and to pay lower
dividends than Class A shares. Class B shares convert automatically to Class A
shares after six years, commencing from the end of the calendar month in which
the purchase order was accepted under the circumstances and subject to the
qualifications described in this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 2.75% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the fourth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.

                                                                              13

<PAGE>   14




<TABLE>
<CAPTION>
                                                CONTINGENT DEFERRED
                                                 SALES CHARGE AS A
          YEAR(S)                                  PERCENTAGE OF
          SINCE                                    DOLLAR AMOUNT
          PURCHASE                               SUBJECT TO CHARGE
          --------                              -------------------
          <S>                                          <C>
          0-1                                          3.00%
          1-2                                          3.00%
          2-3                                          2.00%
          3-4                                          1.00%
          4-5                                           None
          5-6                                           None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 3.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending six
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the six-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that six-year period. Because the per share net asset value of the
Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.


                                                                              14

<PAGE>   15



EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust. Class A Shareholders may exchange their shares for Fiduciary
Class shares of the Fund or for Fiduciary Class shares or Class A shares of
another fund of the Trust, if the Shareholder is eligible to purchase such
shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other
Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable Contingent
Deferred Sales Charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.


                                                                              15

<PAGE>   16



BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O.  Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.


SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of
additional Class A shares while the Systematic Withdrawal Plan is in effect are
generally undesirable because a sales charge is incurred whenever purchases are
made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided
that the distributions are limited to no more than 10% of their account value
annually, determined in the first year as of the date the redemption request is
received by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date. In addition, Shareholders who have attained the age
of 70 1/2 may elect to receive distributions, to the extent that the redemption
represents a minimum required distribution from an Individual Retirement
Account or other qualifying retirement plan.

If the amount of the systematic withdrawal exceeds the income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares. The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.


                                                                              16

<PAGE>   17
See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

FUND MANAGEMENT
THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government
sponsored agency of the Federal government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

Gary J. Madich, CFA is Senior Managing Director of Fixed Income Securities and
Co-Portfolio Manager of the Fund. Mr. Madich joined the Adviser in February
1995. Prior to joining the Adviser, Mr. Madich was a Senior Vice President and
Portfolio Manager with Federated Investors. Mr. Madich has seventeen years of
investment management experience.

Michael J. Sais, CFA, is head of mortgage research for the Adviser and
co-Portfolio Manager of the Fund. Prior to joining the Adviser, Mr. Sais was a
Eurodollar trader with Citibank, a senior portfolio manager for Valley National
Bank, and head portfolio manager for PRIMERIT Bank FSB. Mr. Sais has eight
years of investment management experience.

The Adviser is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .55% of the average daily net assets of the Fund. The
Adviser may voluntarily agree to waive a part of its fees. (See "About the Fund
- -- Expense Summary.") These fee waivers are voluntary and may be terminated at
any time. Shareholders will be notified in advance if and when these waivers
are terminated. During the fiscal year ended June 30, 1995, the Fund paid
investment advisory fees to the Adviser of .23% of the Fund's average daily net
assets.

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A Shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distributor and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (i) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the fourth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,
which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets. Currently, the Distributor has

                                                                              17

<PAGE>   18



voluntarily agreed to limit payments under the Class B Plan to .75% of the
average daily net assets of the Class B shares of the Fund.

Proceeds from the Contingent Deferred Sales Charge and the distribution and the
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser, the Sub-Adviser or through the Distributor for which the affiliate
or the Distributor receives compensation. Pursuant to guidelines adopted by the
Board of Trustees of the Trust, any such compensation will be reasonable and
fair compared to compensation received by other brokers in connection with
comparable transactions.

During the fiscal year ended June 30, 1995, 440 Financial Distributors, Inc.,
the previous distributor to the Trust, received fees aggregating .25% of the
average daily net assets of Class A shares of the Fund. In addition, 440
Financial Distributors, Inc. received annualized fees of .75% of the average
daily net assets of the Class B shares of the Fund.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .20% of each fund's
average daily net assets on the first $1.5 billion in Trust assets (excluding
the Treasury Only Money Market Fund, the Government Money Market Fund and The
One Group(R) Investor Funds), .18% of each fund's average daily net assets to $2
billion in Trust assets (excluding the Treasury Only Money Market Fund, the
Government Money Market Fund and The One Group(R) Investor Funds), and .16% of
each fund's average daily net assets when Trust assets exceed $2 billion
(excluding the Treasury Only Money Market Fund, the Government Money Market Fund
and The One Group(R) Investor Funds). During the fiscal year ended June 30,
1995, 440 Financial, the previous Administrator to the Trust, received
annualized fees of .09% of the Fund's average daily net assets.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company and Bank One Trust Company. Bank One Trust Company receives a fee paid
by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P.  serves
as the independent accountants of the Trust.


OTHER INFORMATION

THE TRUST


                                                                              18

<PAGE>   19
The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses. During the fiscal year of the Trust ended
June 30, 1995, the expenses of the Fund were .86% of the average daily net
assets of the Class A shares of the Fund; 1.31% of the average daily net assets
of the Class B shares of the Fund on an annual basis and .61% of the average
daily net assets of the Fiduciary Class shares of the Fund. These expenses
would have been 1.36%, 1.96%, and 1.01%, respectively, of the average daily net
assets of such classes, but for the voluntary reduction of fees.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the different
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset values of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is determined and declared
daily, and is distributed in the form of periodic dividends to Shareholders of
the Fund on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at the net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert

                                                                              19

<PAGE>   20



to Class A shares, a pro-rata portion of the Class B shares in the sub-account
will also convert to Class A shares.  (See "Conversion Feature.")

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

TEMPORARY DEFENSIVE POSITION

For temporary defensive purposes during periods when the Adviser or Sub-Adviser
determines that market conditions warrant such action, the Fund may invest up
to 100% of its assets in money market instruments, such as commercial paper,
bankers' acceptances, time deposits, and certificates of deposit, and may hold
a portion of its assets in cash for liquidity purposes.

To the extent the Fund is engaged in a temporary defensive position, it will
not be pursuing its investment objective.

PORTFOLIO TURNOVER

For the fiscal year ended June 30, 1995, the portfolio turnover rate for the
Fund was 2.91%. This portfolio turnover rate resulted principally from market
volatility and net redemptions from the Fund. This rate of portfolio turnover
may vary greatly from year to year, as well as within a particular year. Higher
portfolio turnover rates will likely result in higher transaction costs to the
Fund and may result in additional tax consequences to the Fund's Shareholders.


INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and, if consistent with
the Fund's investment objective and policies, repurchase agreements involving
such securities) if, as a result, more than 5% of the total assets of the Fund
would be invested in the securities of such issuer, or the Fund would own more
than 10% of the outstanding voting securities of such issuer. This restriction
applies to 75% of the Fund's assets. For purposes of these limitations, a
security is considered to be issued by the government entity whose assets and
revenues guarantee or back the security.

2. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

3. Purchase any securities which would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation (i)
utility companies will be divided according to their services, for example,
gas, gas transmission, electric and telephone will each be considered a
separate industry; and (ii)

                                                                              20

<PAGE>   21



wholly-owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of their parents.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Fund.

U.S. TREASURY OBLIGATIONS--The Fund may invest in bills, notes and bonds issued
by the U.S. Treasury and separately traded interest and principal component
parts of such obligations that are transferable through the Federal book-entry
system known as Separately Traded Registered Interest and Principal Securities
("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS--The Fund may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. The custodian holds
the interest and principal payments for the benefit of the registered owners of
the certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Receipts include Treasury Receipts ("TRS"), Treasury Investment Growth Receipts
("TIGRS"), and Certificates of Accrual on Treasury Securities ("CATS").

STRIPS, CUBES, TRS, TIGRS and CATS are sold as zero coupon securities, which
means that they are sold at a substantial discount and redeemed at face value
at their maturity date without interim cash payments of interest or principal.
This discount is amortized over the life of the security, and such amortization
will constitute the income earned on the security for both accounting and tax
purposes. Because of these features, these securities may be subject to greater
interest rate volatility than interest-paying U.S. Treasury obligations. The
Fund may invest up to 20% of its total assets in STRIPS, CUBES, TRS, TIGRS and
CATS. See also "Taxes."

CERTIFICATES OF DEPOSIT--Certificates of deposit are negotiable interest
bearing instruments, with a specific maturity. Certificates of deposit ("CDs")
are issued by banks and savings and loan institutions in exchange for the
deposit of funds and normally can be traded in the secondary market prior to
maturity.

TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market. Time deposits with
a withdrawal penalty are considered to be illiquid securities; therefore, the
Fund will not invest more than 15% of its total assets in such time deposits
and other illiquid securities.

BANKERS' ACCEPTANCES--Bankers' acceptances are bills of exchange or time drafts
drawn on and accepted by (i.e., made an obligation of) a commercial bank. They
are used by corporations to finance the shipment and storage of goods and to
furnish dollar exchange. Maturities are generally six months or less.

COMMERCIAL PAPER--Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES--Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as the Student Loan
Marketing Association ("Sallie Mae"), Ginnie Mae, Fannie Mae, and Freddie Mac),
banks, municipalities, corporations, and other business entities whose interest
and/or principal payments are indexed to certain specific foreign currency
exchange rates, interest rates, or one or more other reference indices.
Structured instruments frequently are assembled in the form of medium-term
notes, but a variety of forms are available. Structured instruments are
commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in

                                                                              21

<PAGE>   22



the form of a corporate debt obligation, they may not have some of the
protection against counter party default that may be available with respect to
publicly traded debt securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The Fund also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a Fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

PREFERRED STOCK - Preferred stock is a class of stock that generally pays
dividends at a specified rate and has preference over common stock in the
payment of dividends and liquidation. Preferred stock generally does not carry
voting rights. As with all equity securities, the price of preferred stock
fluctuates based on changes in a company's financial condition and on overall
market and economic conditions.

CORPORATE SECURITIES - Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stock, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

CONVERTIBLE SECURITIES - Convertible securities have characteristics similar to
both fixed income and equity securities. Because of the conversion feature, the
market value of convertible securities tends to move together with the market
value of the underlying stock. As a result, the Fund's selection of convertible
securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer, and any call provisions.

REPURCHASE AGREEMENTS--Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The Fund bears a risk of loss in the event the other party
defaults on its obligations and the Fund is delayed or prevented from its right
to dispose of the collateral securities or if the Fund realizes a loss on the
sale of the collateral securities. The Adviser will enter into repurchase
agreements on behalf of the Fund only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the Trustees. Repurchase
agreements are considered by the SEC to be loans under the Investment Company
Act of 1940.

REVERSE REPURCHASE AGREEMENTS - The Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the Fund would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The Fund will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the Fund enters into a reverse
repurchase agreement, it will place liquid high grade debt securities having a
value equal to the repurchase price (including accrued interest), in a
segregated custodial account and will subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Fund may
decline below the price at which the Fund is obligated to repurchase the
securities.

MORTGAGE-BACKED SECURITIES -Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans on single family homes,
multi-family homes, mobile homes, and in some cases, commercial properties. The
Fund may acquire securities representing an interest in a pool of mortgage
loans that are issued or guaranteed by a U.S. government agency. The primary
issuers or guarantors of these mortgage-backed securities are Ginnie Mae,
Fannie Mae and Freddie Mac. Mortgage-backed securities may also be issued by
non-governmental entities and may or may not have private insurer guarantees of
timely payments.  Such non-governmental mortgage securities cannot be treated
as U.S. government securities for purposes of investment policies. The Fund
also may invest in mortgage-backed securities issued by non-government
entities, which consist of Collateralized Mortgage

                                                                              22

<PAGE>   23



Obligations ("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs")
that are rated in the highest or second highest rating categories by at least
one NRSRO at the time of investment or, if unrated, determined by the Adviser
to be of comparable quality. The mortgages backing these securities include
conventional thirty-year fixed rate mortgages, graduated payment mortgages, and
adjustable rate mortgages. Non-governmental mortgage-backed securities often
involve a greater degree of risk than agency issued mortgage-backed securities.
Mortgage-backed securities are in most cases "pass-through" instruments,
through which the holder receives a share of all interest and principal
payments from the mortgages underlying the certificate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life or realized yield of a particular issue of
pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected
to accelerate.  When the mortgage obligations are prepaid, the Fund reinvests
the prepaid amounts in securities, the yield of which reflects interest rates
prevailing at the time. Moreover, prepayment of mortgages which underlie
securities purchased at a premium could result in capital losses.

The Fund also may invest in multiple class securities issued by U.S. government
agencies and instrumentalities such as Fannie Mae, Freddie Mac, Ginnie Mae, or
private issuers, including guaranteed CMOs and REMIC pass-through or
participation certificates, when consistent with the Fund's investment
objective, policies and limitations. A REMIC is a CMO that qualifies for
special tax treatment under the Code and invests in certain mortgages
principally secured by interests in real property and other permitted
investments.

CMOs and guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae, Freddie Mac and Ginnie Mae are types of multiple class
pass-through securities. Investors may purchase beneficial interests in REMICs,
which are known as "regular" interests or "residual" interests. The Fund does
not currently intend to purchase residual interests in REMICs. The REMIC
Certificates represent beneficial ownership interests in a REMIC trust,
generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae
guaranteed mortgage pass-through certificates (the "Mortgage Assets") or
private issuers. The REMIC Trust may hold the mortgage related assets. The
obligations of Fannie Mae, Freddie Mac or Ginnie Mae under their respective
guaranty of the REMIC Certificates are obligations solely of Fannie Mae,
Freddie Mac or Ginnie Mae, respectively.

Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
Certificates in full, whether or not sufficient funds are otherwise available.

For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment
of interest, and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates
("PCS"). PCS represent undivided interests in specified residential mortgages
or participation therein purchased by Freddie Mac and placed in a PC pool. With
respect to principal payments on PCS, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or
deduction. Freddie Mac also guarantees timely payment of principal on certain
PCS referred to as "Gold PCS."

Ginnie Mae REMIC certificates guarantee the full and timely payment of interest
and principal on each class of securities (in accordance with the terms of
those classes as specified in the related offering circular supplement). The
Ginnie Mae guarantee is backed by the full faith and credit of the United
States of America.

REMIC Certificates issued by Fannie Mae, Freddie Mac and Ginnie Mae are treated
as U.S. government securities for purposes of investment policies. CMOs and
REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a "tranche," is issued at a specific
adjustable or fixed interest rate and must be fully retired no later than its
final distribution date. Principal prepayments on the mortgage loans or the
Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all
of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or
accrues on all classes of CMOs or REMIC Certificates on a monthly basis.

The principal of and interest on the Mortgage Assets may be allocated among the
several classes of CMOs or REMIC Certificates in various ways. In certain
structures (known as "sequential pay" CMOs or REMIC Certificates), payments of
principal, including any principal prepayments, on the Mortgage Assets
generally are applied to the classes of CMOs or REMIC Certificates in the order
of their respective final distribution dates. Thus no payment of principal will
be made on any class of sequential pay CMOs or REMIC Certificates until all
other classes having an earlier final distribution date have been paid in full.

Additional structures of CMOs and REMIC Certificates include, among others,
"parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.

A wide variety of REMIC Certificates may be issued in the parallel pay or
sequential pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final distribution date have been retired
and are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
Certificates which generally require that specified amounts of principal be
applied on each payment date to one or more classes of REMIC Certificates (the
"PAC Certificates"), even though all other principal payments and prepayments
of the Mortgage Assets are then required to be applied to one or more other
classes of the certificates. The scheduled principal payments for the PAC
Certificates generally have the highest priority on each payment date after
interest due has been paid to all classes entitled to receive interest
currently. Shortfalls, if any, are added to the amount of principal payable on
the next payment date. The PAC Certificate payment schedule is taken into
account in calculating the final distribution date of each class of PAC. In
order to create PAC tranches, one or more tranches generally must be created
that absorb most of the volatility in

                                                                              23

<PAGE>   24



the underlying Mortgage Assets. These tranches tend to have market prices and
yields that are much more volatile than the PAC classes.

The Z-Bonds in which the Fund may invest may bear the same non-credit-related
risks as do other types of Z-Bonds. Z-Bonds in which the Fund may invest will
not include residual interest.

There can be no assurance that the United States government would provide
financial support to Fannie Mae, Freddie Mac or Ginnie Mae if necessary in the
future.

REGULATION OF MORTGAGE LOANS--Mortgage loans are subject to a variety of state
and Federal regulations designed to protect borrowers which may impair the
ability of the mortgage lender to enforce its rights under the mortgage
documents. These regulations include legal restraints on foreclosures,
homeowner rights of redemption after foreclosure, Federal and state bankruptcy
and debtor relief laws, restrictions on enforcement of mortgage loan "due on
sale" clauses and state usury laws. Even though the Fund will invest in
mortgage-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, these regulations may adversely affect the
Fund's investments by delaying the Fund's receipt of payments derived from
principal or interest on mortgage loans affected by such regulations.

STRIPPED MORTGAGE-BACKED SECURITIES--The Fund may, to enhance revenues or hedge
against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multiclass mortgage securities. The Fund may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities.

SMBS are usually structured with two classes that receive different proportions
of the interest and principal distributions from a pool of mortgage assets. A
common type of SMBS will have one class receiving all of the interest from the
mortgage assets ("IOs"), while the other class will receive all of the
principal ("POs"). However, in some instances, one class will receive some of
the interest and most of the principal while the other class will receive most
of the interest and the remainder of the principal. If the underlying mortgage
assets experience greater than anticipated prepayments of principal, the Fund
may fail to fully recoup its initial investment in these securities. Although
the market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the Fund's
limitation on investments in illiquid securities. Any determination that a SMBS
is liquid will be made pursuant to guidelines and standards established by the
Trust's Board of Trustees. The market value of the class consisting entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. The yields on a class of SMBS that receives all or most of the
interest from mortgage assets are generally higher than prevailing market
yields on other mortgage-backed securities because their cash flow patterns are
more volatile and there is a greater risk that the initial investment will not
be fully recouped. The Adviser or Sub-Adviser will seek to manage these risks
(and potential benefits) by investing in a variety of such securities and by
using certain hedging techniques.

The Fund will generally limit its investments in SMBS to 15% of its total
assets.

ADJUSTABLE RATE MORTGAGE LOANS ("ARMS")--ARMs eligible for inclusion in a
mortgage pool will generally provide for a fixed initial mortgage interest rate
for a specified period of time. Thereafter, the interest rates (the "Mortgage
Interest Rates") may be subject to periodic adjustment based on changes in the
applicable index rate (the "Index Rate"). The adjusted rate would be equal to
the Index Rate plus a gross margin, which is a fixed percentage spread over the
Index Rate established for each ARM at the time of its origination.

Adjustable interest rates can cause payment increases that some borrowers may
find difficult to make. However, certain ARMs may provide that the Mortgage
Interest Rate may not be adjusted to a rate above an applicable lifetime
maximum rate or below an applicable lifetime minimum rate for such ARM. Certain
ARMs may also be subject to limitations on the maximum amount by which the
Mortgage Interest Rate may adjust for any single adjustment period (the
"Maximum Adjustment"). Other ARMs ("Negatively Amortizing ARMs") may provide
instead or as well for limitations on changes in the monthly payment on such
ARMs.  Limitations on monthly payments can result in monthly payments which are
greater or less than the amount necessary to amortize a Negatively Amortizing
ARM by its maturity at the Mortgage Interest Rate in effect in any particular
month. In the event that a monthly payment is not sufficient to pay the
interest accruing on a Negatively Amortizing ARM, any such excess interest is
added to the principal balance of the loan, causing negative amortization and
will be repaid through future monthly payments. It may take borrowers under
Negatively Amortizing ARMs longer periods of time to achieve equity and may
increase the likelihood of default by such borrowers. In the event that a
monthly payment exceeds the sum of the interest accrued at the applicable
Mortgage Interest Rate and the principal payment which would have been
necessary to amortize the outstanding principal balance over the remaining term
of the loan, the excess (or "accelerated amortization") further reduces the
principal balance of the ARM.  Negatively Amortizing ARMs do not provide for
the extension of their original maturity to accommodate changes in their
Mortgage Interest Rate. As a result, unless there is a periodic recalculation
of the payment amount (which there generally is), the final payment may be
substantially larger than the other payments. These limitations on periodic
increases in interest rates and on changes in monthly payment protect borrowers
from unlimited interest rate and payment increases.

There are two main categories of indices which provide the basis for rate
adjustments on ARMs: those based on U.S. Treasury securities and those derived
from a calculated measure such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year, three-year and
five-year constant maturity Treasury bill rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities,
the 11th District Federal Home Loan Bank Cost of Funds, the National Median
Cost of Funds, the one-month, three-month, six-month or one-year London
Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank, or
commercial paper rates. Some indices, such as the one-year constant maturity
Treasury rate, closely mirror changes in market interest rate levels. Others,
such as the 11th District Federal Home Loan Bank Cost

                                                                              24

<PAGE>   25



of Funds index, tend to lag behind changes in market rate levels and tend to be
somewhat less volatile. The degree of volatility in the market value of the
Fund's portfolio and therefore in the net asset value of the Fund's shares will
be a function of the length of the interest rate reset periods and the degree
of volatility in the applicable indices.

MORTGAGE DOLLAR ROLLS--The Fund may enter into mortgage "dollar rolls" in which
the Fund sells securities for delivery in the current month and simultaneously
contracts with the same counterpart to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date. The Fund
gives up the right to receive principal and interest paid on the securities
sold. However, the Fund would benefit to the extent of any difference between
the price received for the securities sold and the lower forward price for the
future purchase (often referred to as the "drop") or fee income plus the
interest earned on the cash proceeds of the securities sold until the
settlement date of the forward purchase. Unless such benefits exceed the
income, capital appreciation and gain or loss due to mortgage prepayments that
would have been realized on the securities sold as part of the mortgage dollar
roll, the use of this technique will diminish the investment performance of the
Fund compared with what such performance would have been without the use of
mortgage dollar rolls. The Fund will hold and maintain in a segregated account
until the settlement date, cash or liquid, high grade debt securities in an
amount equal to the forward purchase price. The benefits derived from the use
of mortgage dollar rolls may depend upon the Adviser's ability to predict
correctly mortgage prepayments and interest rates. There is no assurance that
mortgage dollar rolls can be successfully employed.

For financial reporting and tax purposes, the Fund proposes to treat mortgage
dollar rolls as two separate transactions: one involving the purchase of a
security and a separate transaction involving a sale. The Fund does not
currently intend to enter into mortgage dollar rolls that are accounted for as
a financing. For purposes of diversification and investment limitations,
mortgage dollar rolls are considered to be Mortgage-Backed Securities.

DEMAND FEATURES - The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the Fund. The demand
feature may be issued by the issuer of the underlying securities, a dealer in
the securities or by another third party, and may not be transferred separately
from the underlying security. The underlying securities subject to a put may be
sold at any time at market rates. The Fund expects that it will acquire puts
only where the puts are available without the payment of any direct or indirect
consideration. However, if advisable or necessary, a premium may be paid for
put features. A premium paid will have the effect of reducing the yield
otherwise payable on the underlying security. The purpose of engaging in
transactions involving puts is to maintain flexibility and liquidity to permit
the Fund to meet redemption requests and remain as fully invested as possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities may be pass-through securities, which means that
principal and interest payments on the underlying securities (less servicing
fees) are passed through to shareholders on a pro rata basis. Asset-backed
securities are normally traded over-the-counter and typically have a
short-intermediate maturity structure depending on the pay down characteristics
of the underlying financial assets which are passed through to the security
holder. These securities may involve prepayment risk, which is the risk that
the underlying debt may be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a portfolio manager
may have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be more
limited than potential market gains on a comparable security that is not
subject to prepayment risk. There is no limit on the extent to which the Fund
may invest in asset-backed securities. Asset-backed securities may be purchased
for the purpose of enhancing yield. Under certain interest rate and prepayment
rate scenarios, the Fund may fail to recoup fully its investment in
asset-backed securities. Asset-backed securities are commonly considered to be
derivatives.

SHORT-TERM FUNDING AGREEMENTS - The Fund may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the Fund makes cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The Fund will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.  Therefore, short-term funding agreements are
considered by the Fund to be illiquid investments, and will be acquired by the
Fund only if, at the time of purchase, no more than 15% of the Fund's net
assets will be invested in short-term funding agreements and other illiquid
securities.

SECURITIES OF FOREIGN ISSUERS - The Fund may invest in securities of foreign
issuers to achieve income or capital appreciation. The Fund also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Foreign investments involve risks that are different from investments in
securities of U.S. issuers. These risks may include future unfavorable
political and economic developments, possible withholding taxes, seizure of
foreign deposits, currency controls and exchange rates, and interest
limitations or other governmental restrictions which might affect payment of
principal or interest. Additionally, there may be less public information
available about foreign issuers. Further, foreign branches of foreign banks are
not regulated by U.S. banking authorities and generally are not bound by
accounting, auditing and financial reporting standards comparable to U.S.
banks. Securities of foreign issuers may include sponsored and unsponsored
American Depository Receipts ("ADRs"), which are securities typically issued by
a U.S. financial institution that evidence ownership interests in a pool of
securities issued by a foreign issuer. ADRs include American Depository

                                                                              25

<PAGE>   26



Shares and New York Shares. There may be less information available on the
foreign issuers of unsponsored ADRs than on the issuers of sponsored ADRs.

INVESTMENT COMPANY SECURITIES--The Fund may invest up to 5% of its total assets
in the securities of any one investment company, but may not own more than 3%
of the securities of any one investment company or invest more than 10% of its
assets in the securities of other investment companies. In accordance with an
exemptive order issued to the Trust by the SEC, such other investment company
securities may include securities of a money market fund of the Trust, and such
companies may include companies of which the Adviser or a sub-adviser to a fund
of the Trust, or an affiliate of such Adviser or sub-adviser, serves as
investment adviser, administrator or distributor. Because other investment
companies employ an investment adviser, such investment by the Fund may cause
Shareholders to bear duplicate fees. The Adviser will waive its fee
attributable to the assets of the investing fund invested in a money market
fund of the Trust; and, to the extent required by the laws of any state in
which shares of the Trust are sold, the Adviser will waive its fees
attributable to the assets of the Fund invested in any investment company.

SECURITIES LENDING--In order to generate additional income, the Fund may lend
up to 33% of the securities in which it is invested pursuant to agreements
requiring that the loan be continuously secured by cash, securities of the U.S.
government or its agencies, shares of an investment trust or mutual fund or any
combination of cash and such securities as collateral equal at all times to at
least 100% of the market value plus accrued interest on the securities lent.
The Fund will continue to receive interest on the securities lent while
simultaneously seeking to earn interest on the investment of cash collateral in
U.S. government securities, shares of an investment trust or mutual fund, or
other short-term, highly liquid investments. Collateral is marked to market
daily to provide a level of collateral at least equal to the market value of
the securities lent. There may be risks of delay in recovery of the securities
or even loss of rights in the collateral should the borrower of the securities
fail financially. However, loans will only be made to borrowers deemed by the
Adviser to be of good standing under guidelines established by the Trust's
Board of Trustees and when, in the judgment of the Adviser the consideration
which can be earned currently from such securities loans justifies the
attendant risk. The Fund will enter into loan arrangements only with counter
parties which the Adviser has deemed to be creditworthy under guidelines
established by the Board of Trustees. Loans are subject to termination by the
Fund or the borrower at any time, and are therefore, not considered to be
illiquid investments.

RESTRICTED SECURITIES--The Fund may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the Fund, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution. Any resale by
the purchaser must be in an exempt transaction. Section 4(2) commercial paper
is normally resold to other institutional investors like the Fund through or
with the assistance of the issuer or investment dealers who make a market in
Section 4(2) commercial paper, thus providing liquidity. The Fund believes that
Section 4(2) commercial paper and possibly certain other restricted securities
that meet the criteria for liquidity established by the Trustees are quite
liquid. The Fund intends, therefore, to treat the restricted securities that
meet the criteria for liquidity established by the Trustees, including Section
4(2) commercial paper, as determined by the Adviser, as liquid and not subject
to the investment limitation applicable to illiquid securities. In addition,
because Section 4(2) commercial paper is liquid, the Fund will not subject such
paper to the limitation applicable to restricted securities.

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under an SEC staff position set forth in the adopting
release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule
is a nonexclusive safe-harbor for certain secondary market transactions
involving securities subject to restrictions on resale under Federal securities
laws. The Rule provides an exemption from registration for resales of otherwise
restricted securities to qualified institutional buyers. The Rule is expected
to further enhance the liquidity of the secondary market for securities
eligible for resale under Rule 144A. The Fund believes that the staff of the
SEC has left the question of determining the liquidity of all restricted
securities to the Trustees. The Trustees have directed the Adviser to consider
the following criteria in determining the liquidity of certain restricted
securities:

  o       the frequency of trades and quotes for the security;

  o       the number of dealers willing to purchase or sell the security and
          the number of other potential buyers;

  o       dealer undertakings to make a market in the security; and

  o       the nature of the security and the nature of the marketplace trades.

VARIABLE AND FLOATING RATE INSTRUMENTS--Certain of the obligations purchased by
the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. A demand instrument with a demand notice period exceeding
seven days may be considered illiquid if there is no secondary market for such
security; therefore, the Fund will not invest more than 15% of its total assets
in such instruments and other illiquid securities. The interest rates on these
securities may be reset daily, weekly, quarterly or some other reset period,
and may have a floor or ceiling on interest rate charges. There is a risk that
the current interest rate on such obligations may not accurately reflect
existing market interest rates.

There is no limit on the extent to which the Fund may purchase variable and
floating rate instruments that are not illiquid. The Fund will purchase
variable and floating rate instruments to facilitate portfolio liquidity or to
permit the investment of the Fund's assets at a favorable rate of return.


                                                                              26

<PAGE>   27



SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS--The Fund
may purchase securities on a when-issued basis when deemed by the Adviser to
present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. Although the purchase of securities
on a when-issued basis is not considered leveraging, it has the effect of
leveraging.  When the Adviser purchases a when-issued security, the Custodian
will set aside cash or liquid securities to satisfy the purchase commitment.
The Fund generally will not pay for such securities or earn interest on them
until received.  Commitments to purchase when-issued securities will not, under
normal market conditions, exceed 40% of the Fund's total assets, and a
commitment will not exceed 180 days. The Fund will only purchase when-issued
securities for the purpose of acquiring portfolio securities and not for
speculative purposes.

In a forward commitment transaction, the Fund contracts to purchase securities
for a fixed price at a future date beyond customary settlement time. The Fund
is required to hold and maintain in a segregated account until the settlement
date, cash, U.S. government securities or liquid high-grade debt obligations in
an amount sufficient to meet the purchase price. Alternatively, the Fund may
enter into offsetting contracts for the forward sale of other securities that
it owns.  The purchase of securities on a when-issued or forward commitment
basis involves a risk of loss if the value of the security to be purchased
declines prior to the settlement date. Although the Fund would generally
purchase securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its portfolio, the Fund may
dispose of a when-issued security or forward commitment prior to settlement if
the Adviser deems it appropriate to do so.

FUTURES CONTRACTS AND RELATED OPTIONS--The Fund may enter into futures
contracts, options on futures contracts, index futures and options thereon that
are traded on an exchange regulated by the Commodities Futures Trading
Commission ("CFTC") if, to the extent that such futures and options are not for
"bona fide hedging purposes" (as defined by the CFTC), the aggregate initial
margin and premiums on such positions (excluding the amount by which options
are in the money) do not exceed 5% of the Fund's total assets at current value.
The Fund, however, may invest more than such amount for bona fide hedging
purposes, and also may invest more than such amount if it obtains authority to
do so from the appropriate regulatory agencies without rendering the Fund a
commodity pool operator or adversely affecting its status as an investment
company for Federal securities law or income tax purposes.

The Fund may buy and sell futures contracts and related options to manage its
exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, may
reduce the Fund's exposure to price fluctuations. Other strategies, including
buying futures, writing puts and buying calls, tend to increase market
exposure.  Futures and options may be combined with each other in order to
adjust the risk and return characteristics of the overall portfolio. The Fund
expects to enter into these transactions to "lock in" a return or spread on a
particular investment or portion of its assets, to protect against any increase
in the price of securities the Fund anticipates purchasing at a later date, or
for other risk management strategies.

Options and futures can be volatile instruments, and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges interest rates
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other instruments, or if it could not
close out its positions because of an illiquid secondary market.

Typically, investment in these contracts requires the Fund to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations, known as "initial margin," an amount of cash or
specified debt securities that initially is 1%-15% of the face amount of the
contract and that thereafter fluctuates on a periodic basis as the value of the
contract fluctuates. Thereafter, the Fund must make additional deposits equal
to any net losses due to unfavorable price movements of the contract and will
be credited with an amount equal to any net gains due to favorable price
movements.  These additional deposits or credits are calculated and required
daily and are known as "variation margin."

The SEC requires that when an investment company such as the Fund effects
transactions of the foregoing nature, it must either segregate cash or high
quality, readily marketable portfolio securities with its custodian in the
amount of its obligations under the foregoing transactions or must cover such
obligations by maintaining positions in portfolio securities, futures contracts
or options that would serve to satisfy or offset the risk of such obligations.
When effecting transactions of the foregoing nature, the Fund will comply with
such segregation or cover requirements. No limitation exists on the amount of
the Fund's assets that may be used to comply with such segregation or cover
requirements. Certain provisions of the Internal Revenue Code may limit the use
of futures and related options transactions.

OPTION CONTRACTS - The Fund may purchase call and put options, and write (i.e.,
sell) covered call options and secured put options on securities and securities
indices. A call option gives the purchaser the right to buy, and obligates the
writer of the option to sell, the underlying security at the agreed upon
exercise (or "strike") price during the option period. A put option gives the
purchaser the right to sell, and obligates the writer to buy, the underlying
security at the strike price during the option period. Options are commonly
considered to be derivatives. The Fund may use options in hedging transactions
to protect against a decline in the market value of the securities in the Fund
and protect against an increase in the cost of fixed-income securities that the
Fund may seek to purchase. The Fund also may write call and put options as a
means of increasing the yield of the Fund and as a means of providing limited
protection against decreases in market value of the Fund. The risks associated
with options transactions are that the Adviser may incorrectly predict
movements in the prices of individual securities, fluctuations in markets, and
movements in interest rates. In addition, there may be imperfect correlation,
or no correlation, between the changes in market value of the securities held
in the Fund and the price of options. Further, there may not be a liquid
secondary market for the options. Finally, while the Fund will receive a
premium when it writes covered call options, it may not participate fully in a
rise in the market value of the underlying security.


                                                                              27

<PAGE>   28



SWAPS, CAPS AND FLOORS--In order to protect the value of the Fund from interest
rate fluctuations and to hedge against fluctuations in the floating rate market
in which the Fund's investments are traded, the Fund may enter into interest
rate swaps or mortgage rate swaps or purchase or sell interest rate caps or
floors.

The Fund expects to enter into these hedging transactions primarily to preserve
a return or spread on a particular investment or portion of its assets and to
protect against any increase in the price of securities the Fund anticipates
purchasing at a later date.

Swap contracts typically involve an exchange of obligations by two
sophisticated parties. For example, in an interest rate swap, the Fund may
exchange with another party their respective rights to receive interest, such
as an exchange of fixed rate payments for floating rate payments. Mortgage
swaps are similar to interest rate swaps in that they represent commitments to
pay and receive interest. The notional principal amount, however, is tied to a
reference pool or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

Because swap contracts are individually negotiated, they remain the obligation
of the respective counter parties, and there is a risk that a counterpart will
be unable to meet its obligations under a particular swap contract. If a
counterpart defaults on a swap contract with the Fund, the Fund may suffer a
loss. To address this risk, the Fund will usually enter into interest rate
swaps on a net basis, which means that the two payment streams (one from the
Fund to the counterpart, one to the Fund from the counterpart) are netted out,
with the Fund receiving or paying, as the case may be, only the net amount of
the two payments. Interest rate swaps do not involve the delivery of
securities, other underlying assets, or principal. Accordingly, the risk of
loss with respect to interest rate swaps entered into on a net basis would be
limited to the net amount of the interest payments that the Fund is
contractually obligated to make. If the other party to an interest rate swap
defaults, the Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive.

In addition, because swap contracts are individually negotiated and ordinarily
non-transferable, there also may be circumstances in which it would be
impossible for the Fund to close out its obligations under the swap contract
prior to its maturity. Under such circumstances, the Fund might be able to
negotiate another swap contract with a different counterpart to offset the risk
associated with the first swap contract. Unless the Fund is able to negotiate
such an offsetting swap contract, however, the Fund could be subject to
continued adverse developments, even after the Adviser has determined that it
would be prudent to close out or offset the first swap contract.

The Fund will not enter into any mortgage swap, interest rate swap, cap or
floor transaction unless the unsecured commercial paper, senior debt or the
claims paying ability of the other party thereto is rated either AA or A-1 or
better by Standard & Poor's Corporation or Aa or P-1 or better by Moody's
Investors Service or, if unrated, is determined to be of comparable quality by
the Adviser. For a further description of these ratings, see the Statement of
Additional Information.

The use of swaps involves investment techniques and risks different from and
potentially greater than those associated with ordinary portfolio securities
transactions. If the Adviser is incorrect in its expectations of market values
or interest rates, the investment performance of the Fund would be less
favorable than it would have been if this investment technique were not used.

The staff of the Securities and Exchange Commission is presently considering
its position with respect to swaps, caps and floors as senior securities.
Pending a determination by the staff, the Fund will either treat swaps, caps
and floors as being subject to its senior securities restrictions or will
refrain from engaging in swaps, caps and floors. Once the staff has expressed a
position with respect to swaps, caps and floors, the Fund intends to engage in
swaps, caps and floors, if at all, in a manner consistent with such position.
To the extent the net amount of an interest rate or mortgage swap is held in a
segregated account, consisting of cash or liquid, high grade debt securities,
the Adviser and the Sub-Adviser believe that swaps do not constitute senior
securities under the Investment Company Act of 1940 and, accordingly, will not
treat them as being subject to the Fund's borrowing restrictions. The net
amount of the excess, if any, of the Fund's obligations over its entitlements
with respect to each interest rate swap will be accrued on a daily basis and an
amount of cash or liquid securities having an aggregate net asset value at
least equal to the accrued excess will be maintained in a segregated account by
the Fund's Custodian.

The Fund will generally limit its investments in swaps, caps and floors to 25%
of its total assets.

NEW FINANCIAL PRODUCTS--New futures contracts and other financial products, and
various combinations thereof, continue to be developed and the Fund may invest
in any such contracts and products as may be developed to the extent consistent
with its investment objective, policies and restrictions and the regulatory
requirements applicable to investment companies.

These various products may be used to adjust the risk and return
characteristics of the Fund's portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates or other
factors that affect security values, regardless of the issuer's credit risk. If
market conditions do not perform consistent with expectations, the performance
of the Fund would be less favorable than it would have been if these products
were not used. In addition, losses may occur if counter parties involved in
transactions do not perform as promised. These products may expose the Fund to
potentially greater return as well as potentially greater risk of loss than
more traditional fixed income investments.

                                                                              28

<PAGE>   29



The Fund will generally limit its investments in new financial products to 25%
of its total assets.

INVERSE FLOATING RATE INSTRUMENTS--The Fund may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity. The Fund will generally limit its investments in inverse floating
rate instruments to 15% of its total assets.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. Fixed rate
mortgage loans generally provide for monthly payments of principal and interest
in substantially equal installments for the contractual term of the mortgage
note in sufficient amounts to fully amortize principal by maturity although
certain fixed rate mortgage loans provide for a large final balloon payment
upon maturity. The Fund may invest in fixed rate mortgage loans or mortgage
loan pools to enhance yield.

MISCELLANEOUS

The Trust believes that as of May 15, 1996, BANC ONE CORPORATION (100 East
Broad Street, Columbus, OH 43271), through its affiliates, owned of record
substantially all the Fiduciary Class shares of the Fund. The Trust believes
that as of the same date, BANC ONE CORPORATION, through its affiliates,
possessed on behalf of its underlying accounts, voting or investment power with
respect to 96.36% of the Fiduciary Class shares of the Fund. As a consequence,
BANC ONE CORPORATION may be deemed to be a controlling person of the Fiduciary
Class shares of the Fund under the Investment Company Act of 1940.

The Trust believes that as of May 15, 1996, Asher Land & Mineral Ltd., P.O. Box
463, Pineville, KY 40977-0463, and Donaldson, Lufkin & Jenrette Securities
Corporation, Inc., P.O. Box 2052, Jersey City, NJ 07303-2052, owned 25% or more
of the Class A shares of the Fund. As a consequence, Asher Land & Mineral Ltd.,
and Donaldson, Lufkin & Jenrette Securities Corporation, Inc. may be deemed to
be a controlling person of the Class A shares of the Fund under the Investment
Company Act of 1940.


PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by an investment in the Fund over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that period is generated over a one-year period and is
shown as a percentage of the investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

Further information about the performance of each class of the Fund is
contained in the Trust's Annual Report to Shareholders for The One Group(R)
Ultra Short-Term Income Fund, which may be obtained without charge by calling
1-800-480-4111.


                                                                              29

<PAGE>   30



TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial, or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax advisers for a more complete explanation of
the Federal tax consequences, and for an explanation of the state, local and
(if applicable) foreign tax consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Fund transactions in foreign currencies and hedging activities will likely
produce a difference between book income and taxable income. This difference
may cause a portion of the Fund's income distributions to constitute a return
of capital for tax purposes or require the Fund to make distributions exceeding
book income to qualify as a regulated investment company.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

Sale, exchange, or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.




                                                                              30

<PAGE>   31





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              31

<PAGE>   32





                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                                                              32

<PAGE>   33





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              33

<PAGE>   34


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C.  20005
Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215

TOG-F-117


                                                                              34

<PAGE>   35
The One Group(R) Income Fund                                          PROSPECTUS

Investment Adviser:  BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Income
Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INCOME FUND (THE "FUND") SEEKS A HIGH LEVEL OF CURRENT INCOME
BY INVESTING IN A DIVERSIFIED PORTFOLIO OF HIGH, MEDIUM AND LOWER GRADE DEBT
SECURITIES. CAPITAL APPRECIATION IS A SECONDARY OBJECTIVE. THE FUND MAY INVEST
UP TO 30% OF ITS TOTAL ASSETS IN HIGH YIELD BONDS AND SIMILAR SECURITIES IN THE
LOWER RATING CATEGORIES OF THE NATIONALLY RECOGNIZED RATING AGENCIES. SUCH HIGH
YIELD SECURITIES ARE COMMONLY KNOWN AS "JUNK BONDS".

Class A and Class B shares are offered to the general public.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996



                                                                               1

<PAGE>   36



TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
Summary                                                                                                        3
ABOUT THE FUND                                                                                                 4
  Expense Summary                                                                                              4
  The Fund                                                                                                     5
  Investment Objective                                                                                         6
  Investment Policies                                                                                          6
HOW TO DO BUSINESS WITH THE ONE GROUP(R)                                                                       8
  How to Invest in The One Group(R)                                                                            8
  Alternative Sales Arrangements                                                                              11
  Exchanges                                                                                                   13
  Redemptions                                                                                                 14
FUND MANAGEMENT                                                                                               15
  The Adviser                                                                                                 15
  The Distributor                                                                                             16
  The Administrator                                                                                           16
  The Transfer Agent and Custodian                                                                            17
  Counsel and Independent Accountants                                                                         17
OTHER INFORMATION                                                                                             17
  The Trust                                                                                                   17
  Other Investment Policies                                                                                   18
  Description of Permitted Investments                                                                        19
  Description of Ratings                                                                                      31
  Performance                                                                                                 33
  Taxes                                                                                                       34
</TABLE>



                                                                               2

<PAGE>   37



SUMMARY

THE ONE GROUP(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Income Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Income Fund (the "Fund") seeks a high
level of current income by investing in a diversified portfolio of high, medium
and lower grade debt securities. Capital appreciation is a secondary objective.
See "Investment Objectives".

WHAT ARE THE PERMITTED INVESTMENTS? The Fund will normally invest at least 70%
of its total assets in investment grade debt securities. In addition, up to 30%
of the Fund's total assets may be invested in other types of securities,
including high yield bonds. The Fund's investments are subject to market and
interest rate fluctuations which may affect the value of the Fund's shares. The
Fund may only invest in select derivatives; their characteristics and
limitations on their use are more fully described in "Description of Permitted
Investments." There are many types of derivative securities with varying
degrees of potential risk and return. See "Investment Policies."

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee.  Bank One Trust Company, N.A.  serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."

WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."


                                                                               3

<PAGE>   38
ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) INCOME FUND
   
<TABLE>
<CAPTION>
                                                                                                       FIDUCIARY
                                                                     CLASS A           CLASS B           CLASS
                                                                     -------           -------           -----
<S>                                                                    <C>             <C>               <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)(2)                               4.50%            none             none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                         none             5.00%            none
Redemption Fees                                                        none             none             none
Exchange Fees                                                          none             none             none
ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fees (after fee waivers)(4)                        .50%             .50%             .50%
12b-1 Fees (after fee waivers)(5)                                      .25%            1.00%             none
Other Expenses                                                         .35%             .35%             .35%
TOTAL OPERATING EXPENSES(6)                                           1.10%            1.85%             .85%
</TABLE>
    


(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more of Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first
         anniversary of purchase.

(3)      The expense information in the table has been restated to reflect
         current fees that would have been applicable had they been in effect
         during the previous fiscal year.

(4)      Investment Advisory Fees have been revised to reflect fee waivers
         effective as of the date of this Prospectus. The Adviser may
         voluntarily agree to waive a part of its fees. Absent this voluntary
         reduction, Investment Advisory Fees would be .60% for all classes of
         shares.

(5)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plans, 12b-1 fees (as a percentage of average
         daily net assets) would be .35% for Class A shares. The 12b-1 fees 
         include a Shareholder servicing fee of .25% of the average daily net
         assets of the Fund's Class B shares and may include a Shareholder
         servicing fee of .25% of the average daily net assets of the Fund's
         Class A shares. See "The Distributor."
        
(6)      Total Operating Expenses have been revised to reflect fee waivers
         effective as of the date of this Prospectus. Absent the voluntary
         reduction of Investment Advisory and 12b-1 fees, Total Operating
         Expenses would be 1.30% for Class A Shares, 1.95% for Class B Shares
         and, .95% for Fiduciary Class Shares.

EXAMPLE: An investor would pay the following expenses on a $1,000 investment in
Class A and Fiduciary Class shares of the Fund, assuming: (1) imposition of the
maximum sales charge for Class A shares; (2) 5% annual return; and (3)
redemption at the end of each time period.
   
<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                      <C>             <C>              <C>               <C>
Class A                                                  $ 11            $ 35             $ 61              $134
Fiduciary Class                                          $  9            $ 27             $ 47              $105
</TABLE>
    

Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:
   
<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                      <C>             <C>              <C>               <C>
Class A                                                  $ 13            $ 41             $ 71              $157
Fiduciary Class                                          $ 10            $ 30             $ 53              $117
</TABLE>
    
                                                                               4

<PAGE>   39



EXAMPLE:  An investor would pay the following expenses on a $1,000 investment
in Class B shares, assuming: (1) deduction of the applicable maximum Contingent
Deferred Sales Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                      <C>             <C>              <C>               <C>
Assuming a complete redemption
  at end of period                                       $ 69            $ 88             $120              $192
Assuming no redemption                                   $ 19            $ 58             $100              $192
</TABLE>


Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:

<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                      <C>             <C>              <C>               <C>
Assuming a complete redemption
  at end of period                                       $ 70            $ 91             $125              $210
Assuming no redemption                                   $ 20            $ 61             $105              $210
</TABLE>

Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

The rules of the Securities and Exchange Commission (the "SEC") require that
the maximum sales charge be reflected in the above table. However, investors of
the Fund ("Shareholders") may, under certain circumstances, qualify for reduced
sales charges. See "How to Invest in The One Group(R)." Long-term Shareholders
of Class A shares and Class B shares may pay more than the equivalent of the
maximum front-end sales charges otherwise permitted by the National Association
of Securities Dealers' Rules.

THE FUND

The One Group(R) Income Fund ( the "Fund") is part of The One Group(R) (the
"Trust"), which is an open-end management investment company that offers units
of beneficial interest ("shares") in 39 separate funds and different classes of
certain of the funds. The Trust was organized as a Massachusetts Business Trust
on May 23, 1985. This Prospectus relates to Class A, Class B and Fiduciary
Class shares of The One Group(R) Income Fund, which provide for variations in
distribution costs, voting rights, dividends and per share net asset value
pursuant to a multiple class plan (the "Multiple Class Plan") adopted by the
Board of Trustees of the Trust. Except for these differences between classes,
each share of the Fund represents an undivided, proportionate interest in the
Fund. The Fund is a diversified mutual fund. Information regarding the Trust's
other funds and their classes is contained in separate prospectuses which may
be obtained from the Trust's Distributor, The One Group(R) Services Company,
3435 Stelzer Road, Columbus, OH 43219, or by calling 1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income by investing in a diversified
portfolio of high, medium and lower grade debt securities. Capital appreciation
is a secondary objective.

The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

Because the Fund may invest a portion of its assets in securities that are
considered speculative by traditional investment standards, an investment in
the Fund should represent only a portion of a balanced investment program for
most investors.

There is no assurance that the Fund will meet its investment objective.


                                                                               5

<PAGE>   40

INVESTMENT POLICIES

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental or is expressly deemed to be changeable
only by such a majority vote.

PERMISSIBLE INVESTMENTS

The Fund will normally invest at least 70% of its total assets in (i) corporate
debt securities rated at the time of purchase in one of the four highest rating
categories by at least one nationally recognized statistical rating
organization ("NRSRO"); (ii) securities issued or guaranteed by the United
States Government or its agencies or instrumentalities; (iii) securities
(payable in U.S. dollars) of foreign governments, agencies of foreign
governments or foreign corporations rated at the time of purchase in one of the
four highest rating categories by at least one NRSRO; (iv) obligations of, or
guaranteed by, U.S. banks, savings and loan institutions and their holding
companies which, although unrated, are determined by the Adviser to be of
comparable quality to securities rated at the time of purchase in one of the
four highest rating categories by at least one NRSRO; and (v) commercial paper
and cash and cash equivalents. In addition, up to 30% of the Fund's total
assets may be invested in lower rated debt securities, convertible securities,
preferred stock, common stock, rights and warrants. Under normal market
conditions, the Fund's effective weighted average maturity will range between
five and twenty years, taking into consideration expected prepayments of
principal on select investments. The Fund may shorten its effective weighted
average maturity to as little as one year if deemed appropriate for temporary
defensive purposes. For purposes of this policy "bonds" include debt
instruments issued by the U.S. Treasury, U.S. government agencies,
corporations, municipalities and foreign entities, mortgage-related securities,
asset-backed securities and zero coupon obligations.

Debt securities and preferred stock generally will be rated in one of the four
highest rating categories by at least one NRSRO at the time of investment (for
example, BBB or better by Standard & Poor's Corporation ("S&P") or Baa by
Moody's Investors Service ("Moody's") or, if unrated, determined by the Adviser
to be of comparable quality. However, the Adviser reserves the right to invest
in debt securities and preferred stock which present attractive opportunities
and are rated below the fourth highest rating category by at least one NRSRO at
the time of investment (for example, BB or lower by S&P or Ba or lower by
Moody's) or, if unrated, determined by the Adviser to be of comparable quality.
Securities rated BB or lower by S&P or Ba or lower by Moody's are deemed by
these rating services to have speculative characteristics. The Fund may invest
in debt securities in all rating categories. However, the Fund intends to limit
its investments in securities rated below BB or Ba to no more than 20% of its
total assets at the time of purchase. For a description of ratings, see
"Description of Ratings."

In addition to the permissible investments described above, the Fund also may
invest in commercial paper, time deposits, certificates of deposit,
mortgage-backed securities, asset-backed securities, securities purchased on a
when-issued basis and forward commitments, variable and floating rate notes,
receipts, which may include Treasury Receipts ("TRS"), Treasury Investment
Growth Receipts ("TIGRS") and Certificates of Accrual on Treasury Securities
("CATS"), U.S. Treasury obligations, which may include Separately Traded
Registered Interest and Principal Securities ("STRIPS") and Coupon Under Book
Entry Safekeeping ("CUBES"), repurchase agreements, reverse repurchase
agreements, investment company securities, restricted securities, and mortgage
dollar rolls. As further described under the "Description of Permitted
Investments," the Fund may use the following investment instruments and/or
techniques: options, futures contracts, options on futures contracts,
securities subject to demand features, swap transactions, municipal securities,
structured instruments, multiple class pass-through securities and
collateralized mortgage obligations ("CMOs"), real estate mortgage investment
conduits ("REMICs"), adjustable rate mortgage loans ("ARMs"), stripped
mortgage-backed securities, fixed rate mortgage loans, inverse floating rate
instruments, guaranteed investment contracts, corporate securities, zero coupon
bonds, foreign securities, including sponsored and unsponsored American
Depository Receipts ("ADRs"), municipal leases, and the Fund may also engage in
securities lending transactions.

In addition to those instruments and techniques listed above, the Fund may
invest in new options, futures contracts and other financial products that may
be developed, to the extent that these products are consistent with the Fund's
investment objective and policies.

This list of permissible investments includes select securities that may be
commonly considered to be derivatives, including: mortgage dollar rolls,
options, futures contracts, options on futures contracts, multiple class
pass-through securities and collateralized mortgage obligations (CMOs and
REMICs), stripped mortgage-backed securities (IOs and POs), inverse floating
rate instruments, asset-backed securities, swap, cap and floor transactions,
new financial products and structured instruments. These securities and
limitations on their use are more fully described in the "Description of
Permitted Investments."

For a description of the Fund's permitted investments and ratings see
"Description of Permitted Investments" and "Description of Ratings" and the
Statement of Additional Information. For a description of permitted investments
for temporary defensive

                                                                               6

<PAGE>   41



purposes see "Temporary Defensive Position." In the event a security owned by
the Fund is downgraded below these rating categories, the Adviser will review
and take appropriate action with regard to the security.

RISK FACTORS

The market value of the Fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates.  Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of portfolio securities will not affect cash
income derived from these securities but will affect the Fund's net asset
value.

Municipal securities rated in the fourth highest rating category by an NRSRO
are generally considered to be investment grade, although S&P indicates that
such municipal securities have speculative characteristics. Changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity of the issuers of such securities to make principal and interest
payments than is the case with higher grade securities.

The high yield bonds in which the Fund may invest are regarded as predominately
speculative with respect to the issuer's continuing ability to meet principal
and interest payments. High yield bonds also are known as junk bonds. Because
investments in lower rated securities involve greater investment risk,
achievement of the Fund's investment objectives may be more dependent on the
Adviser's credit analysis than would be the case if the Fund were investing in
higher rated securities. High yield bonds may be more susceptible to real or
perceived adverse economic and competitive industry conditions than investment
grade securities. A projection of an economic downturn, for example, could
cause a decline in high yield prices because the advent of a recession could
lessen the ability of a highly leveraged company to make principal and interest
payments on its debt securities. In addition, the secondary trading market for
high yield securities may be less liquid than the market for higher grade
securities. The market prices of debt securities also generally fluctuate with
changes in interest rates so that the Fund's net asset value can be expected to
decrease as long-term interest rates rise and to increase as long-term rates
fall. The above risks may be increased by investments in debt securities not
producing immediate cash income, such as zero-coupon securities. The Fund may
seek to hedge investments through transactions in options, futures contracts
and related options. For further discussion of the risks associated with these
investments, see "Description of Permitted Investments - High Yield
Securities."

The investment characteristics of mortgage-related securities differ from
traditional debt securities. These differences can result in significantly
greater price and yield volatility than is the case with traditional
fixed-income securities. The major differences typically include more frequent
interest and principal payments, usually monthly, the adjustability of interest
rates, and the possibility that prepayments of principal may be made at any
time. Under certain interest rate and prepayment rate scenarios, the Fund may
fail to recoup fully its investment in mortgage-related securities
notwithstanding a direct or indirect governmental or agency guarantee. The Fund
may to use hedging techniques to control this risk. In general, changes in the
rate of prepayments on a mortgage-related security will change that security's
market value and its yield to maturity. When interest rates fall, high
prepayments could force the Fund to reinvest principal at a time when
investment opportunities are not attractive. Thus, mortgage-related securities
may not be an effective means for the Fund to lock in long-term interest rates.
Conversely, during periods when interest rates rise, slow prepayments could
cause the average life of the security to lengthen and the value to decline
more than anticipated.

Certain investment management techniques that the Fund may use may expose the
Fund to special risks. These include, but are not limited to, engaging in
hedging transactions (including mortgage and interest rate swaps and interest
rate floors and caps), purchasing and selling futures and options, making
forward commitments, purchasing structured instruments, lending portfolio
securities and entering into mortgage dollar rolls. These practices could
expose the Fund to potentially greater risk of loss than more traditional
fixed-income investments.

Investments in securities of foreign issuers may involve greater risks than are
present in U.S. investments. In general, issuers in many foreign countries may
not be subject to accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to U.S. companies.
There may be less information publicly available about and less regulation of
foreign issuers than U.S. companies. Transaction costs may be higher for
investments in foreign issuers. Securities of some foreign companies are less
liquid, and their prices more volatile, than securities of comparable U.S.
companies. The values of foreign securities may be affected (favorably or
unfavorably) by changes in currency exchange rates. Settlement of transactions
in some foreign markets may be delayed or may be less frequent than in the
United States, which could adversely affect the liquidity of the Fund. In
addition, with respect to some foreign countries, there are the possibilities
of expropriation or confiscatory taxation, the imposition of additional taxes
or tax withholding, limitations on the removal of securities, property or other
assets of the Fund, political or social instability, and diplomatic
developments, which could affect the value of investments in those countries.

For additional information on each of the Fund's permitted investments and
associated risks, see "Description of Permitted Investments."


                                                                               7

<PAGE>   42



HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums may be waived at the
Distributor's discretion. Investors may purchase up to a maximum of $250,000 of
Class B shares per individual purchase order.

Class A and Class B shares are offered to the general public. Fiduciary Class
shares are offered to institutional investors, including affiliates of BANC ONE
CORPORATION and any bank, depository institution, insurance company, pension
plan or other organization authorized to act in fiduciary, advisory, agency,
custodial or similar capacities (each an "Authorized Financial Organization").
For additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O. Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111. All purchases made by check should be in U.S. dollars. Third
party checks will not be accepted.  When purchases are made by check or under
the Systematic Invesment Plan (see below), redemptions will not be allowed
until the investment being redeemed has been in the Fund for 15 calendar days.

Purchases of Fiduciary Class shares are made by an institutional investor
and/or other intermediary on behalf of an investor (each also a "Shareholder
Servicing Agent"). The Shareholder Servicing Agent may require an investor to
complete forms in addition to the Account Application Form and to follow
procedures established by the Shareholder Servicing Agent. Such Shareholders
should contact their Shareholder Servicing Agents regarding purchases,
exchanges and redemptions of shares. See "Additional Information Regarding
Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service.  A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.


                                                                               8

<PAGE>   43



FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.

The One Group Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be canceled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and 
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust.  Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund is determined by dividing the total market value of the Fund's
investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of 4:00 p.m., eastern
time, on each Business Day. For a further discussion of the calculation of net
asset value, see the Statement of Additional Information. Shares may also be
issued in transactions involving the acquisition by the Fund of securities held
by collective investment funds sponsored and administered by affiliates of the
Adviser. Purchases will be made in full and fractional shares of the Fund
calculated to three decimal places.  Although the methodology and procedures
are identical, the net asset value per share of classes within the Fund may
differ because the distribution expenses charged to Class A shares and Class B
shares are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans and Class A shares that are being offered to investors
in certain retirement plans such as 401(K) and similar plans, other than
Retirement Accounts, will normally be held in the name of the Shareholder
Servicing Agent effecting the purchase on the Shareholder's behalf, and it is
the Shareholder Servicing Agent's responsibility to transmit purchase orders to
the Distributor. A Shareholder Servicing Agent may impose an earlier cut-off
time for receipt of purchase orders directed through it to allow for processing
and transmittal of these orders to the Distributor for effectiveness the same
day. The Shareholder should contact his or her Shareholder Servicing Agent for
information as to the Shareholder Servicing Agent's procedures for transmitting
purchase, exchange or redemption orders to the Trust. A Shareholder who desires
to transfer the registration of shares beneficially owned by him or her, but
held of record by a Shareholder Servicing Agent, should contact the Shareholder
Servicing Agent to accomplish such change. Other Shareholders who desire to
transfer the registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

 The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):



                                                                               9

<PAGE>   44



<TABLE>
<CAPTION>
                                                                                     SALES
                                                               SALES CHARGE        CHARGE AS         COMMISSION
                                                                   AS A           APPROPRIATE           AS A
                                                                PERCENTAGE        PERCENTAGE         PERCENTAGE
                                                                    OF                OF                 OF
                                                                 OFFERING         NET AMOUNT          OFFERING
AMOUNT OF PURCHASE                                                 PRICE           INVESTED             PRICE
- ------------------                                                 -----           --------             -----
<S>                                                               <C>               <C>                 <C>
less than $100,000                                                4.50%             4.71%               4.05%
$100,000 but less than $250,000                                   3.50%             3.63%               3.05%
$250,000 but less than $500,000                                   2.50%             2.56%               2.05%
$500,000 but less than $1,000,000                                 2.00%             2.04%               1.60%
$1,000,000 or more                                                0.00%             0.00%               0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 4.50% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund, in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund for sales of $1 million to
$5 million, and 0.50% for sales over $5 million. An investor who purchases $1
million or more of Class A shares and is not assessed a sales charge at the
time of purchase, will be assessed a sales charge equivalent to 1% of the
purchase price if such investor redeems any or all of the Class A shares prior
to the first anniversary of purchase. Under certain circumstances, commissions
up to the amount of the entire sales charge will be reallowed to financial
institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.


RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.50% (the sales charge applicable to purchases
of $250,000) and 1.00% of the investment (representing the difference between
the 3.50% sales charge applicable to purchases of $100,000 and the 2.50% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

                                                                              10

<PAGE>   45



The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the
bank or broker-dealer has an agreement with the Distributor; (x) directly
purchased with the proceeds of a distribution on a bond for which a Banc One
Corporation affiliate bank or trust company is the Trustee or Paying Agent; or
(xi) purchased in connection with plans of reorganization of the Fund, such as
mergers, asset acquisitions and exchange offers to which the Fund is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi) and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi) and (vii)
above will not be continued indefinitely and may be discontinued at any time
without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi) and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described below
under "The Distributor"). This ongoing fee will cause Class B shares to have a
higher expense ratio and to pay lower dividends than Class A shares. Class B
shares convert automatically to Class A shares after eight years, commencing
from the end of the calendar month in which the purchase order was accepted
under the circumstances and subject to the qualifications described in this
Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares,

                                                                              11

<PAGE>   46



such as the payment of compensation to dealers and agents for selling Class B
shares. A dealer reallowance of 4.00% of the original purchase price of the
Class B shares will be paid to certain financial institutions and
intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.

<TABLE>
<CAPTION>
                                                                  CONTINGENT DEFERRED
                                                                   SALES CHARGE AS A
     YEARS(S)                                                        PERCENTAGE OF
     SINCE                                                           DOLLAR AMOUNT
     PURCHASE                                                      SUBJECT TO CHARGE
     --------                                                      -----------------
      <S>                                                              <C>
      0 -1                                                             5.00%
      1-2                                                              4.00%
      2-3                                                              3.00%
      3-4                                                              3.00%
      4-5                                                              2.00%
      5-6                                                              1.00%
      6-7                                                              None
      7-8                                                              None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."


                                                                              12

<PAGE>   47

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares or Fiduciary Class shares of another fund of the Trust. Fiduciary Class
Shareholders may not exchange their shares for Class A shares of the Fund.

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares. 

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other
Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the

                                                                              13

<PAGE>   48



exchange on behalf of the Shareholder. If an exchange request in good order is
received by the Transfer Agent by 4:00 p.m., eastern time, on any Business Day,
the exchange usually will occur on that day. Any Shareholder who wishes to make
an exchange must receive a current prospectus of the fund of the Trust in which
he or she wishes to invest before the exchange will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS
   
Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Fiduciary Class shares, and at net asset
value per share next determined reduced by any applicable Contingent Deferred
Sales Charge for Class B shares,  after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.
    
BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O.  Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund.  Purchases of
additional Class A shares while the Systematic Withdrawal Plan is in effect are
generally undesirable because a sales charge is incurred whenever purchases are
made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually
determined in

                                                                              14

<PAGE>   49



the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date.  In addition, Shareholders who have attained the age of 70 1/2 may
elect to receive distributions, to the extent that the redemption represents a
minimum required distribution from an Individual Retirement Account or other
qualifying retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares. The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government
sponsored agency of the Federal government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is primarily responsible for managing the assets of the Fund.
Rather, all investment decisions with respect to the Fund are made by
committee.  No single person is primarily responsible for making
recommendations to the committee.

The Adviser is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .60% of the average daily net assets of the Fund. The
Adviser may voluntarily agree to waive a part of its fees. (See "About the Fund
- -- Expense Summary.") These fee waivers are voluntary and may be terminated at
any time. Shareholders will be notified in advance if and when these waivers
are terminated.

                                                                              15

<PAGE>   50




THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of the Class A shares of the Fund. The
Distributor has voluntarily agreed to waive payments under the Plan for Class A
shares of the Fund for the period from the commencement of operations through
at least October, 1997.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,
which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets. Currently, the Distributor has voluntarily agreed to limit payments
under the Class B Plan to .90% of the average daily net assets of the Class B
shares of the Fund.

Proceeds from the Contingent Deferred Sales Charge and the distribution and the
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .20% of each fund's
average daily net assets on the first $1.5 billion in Trust assets (excluding
the Treasury Only Money Market Fund, the Government Money Market Fund and The
One Group(R) Investor Funds), .18% of each fund's average daily net assets to $2
billion in Trust assets (excluding the Treasury Only Money Market Fund, the
Government Money Market Fund and The One Group(R) Investor Funds), and .16% of
each fund's average daily net assets when Trust assets exceed $2 billion
(excluding the Treasury Only Money Market Fund, the Government Money Market Fund
and The One Group(R) Investor Funds).

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.


                                                                              16

<PAGE>   51



COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P.  serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

                                                                              17

<PAGE>   52



Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at the net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. (See "Conversion
Feature.")

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

TEMPORARY DEFENSIVE POSITION

For temporary defensive purposes during periods when the Adviser determines
that market conditions warrant such action, the Fund may invest up to 100% of
its assets in money market instruments, and may hold a portion of its assets in
cash for liquidity purposes.

To the extent the Fund is engaged in a temporary defensive position, it will
not be pursuing its investment objective.


PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year, as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate of the Fund will not exceed 90%. Higher portfolio turnover rates will
likely result in higher transaction costs to the Fund and may result in
additional tax consequences to the Fund's Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, and if consistent with
the Fund's investment objective and policies, repurchase agreements involving
such securities) if as a result

                                                                              18

<PAGE>   53



more than 5% of the total assets of the Fund would be invested in the
securities of such issuer or the Fund would own more than 10% of the
outstanding voting securities of such issuer. This restriction applies to 75%
of the Fund's assets.  For purposes of these limitations, a security is
considered to be issued by the government entity whose assets and revenues
guarantee or back the security. With respect to private activity bonds or
industrial development bonds backed only by the assets and revenues of a
non-governmental user, such user would be considered the issuer.

2. Purchase any securities that would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation (i)
utilities will be divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (ii) wholly-owned finance companies will be considered to be in
the industries of their parents if their activities are primarily related to
financing the activities of their parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Fund.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans on single family homes,
multi-family homes, mobile homes, and in some cases, commercial properties. The
Fund may acquire securities representing an interest in a pool of mortgage
loans that are issued or guaranteed by a U.S. government agency. The primary
issuers or guarantors of these mortgage-backed securities are Ginnie Mae,
Fannie Mae and Freddie Mac. Mortgage-backed securities may also be issued by
non-governmental entities and may or may not have private insurer guarantees of
timely payments.  Such non-governmental mortgage securities cannot be treated
as U.S. government securities for purposes of investment policies. The Fund
also may invest in mortgage-backed securities issued by non-government
entities, which consist of Collateralized Mortgage Obligations ("CMOs") and
Real Estate Mortgage Investment Conduits ("REMICs") that are rated in one of
the four highest rating categories by at least one NRSRO at the time of
investment or, if unrated, determined by the Adviser to be of comparable
quality. The mortgages backing these securities include conventional
thirty-year fixed rate mortgages, graduated payment mortgages, adjustable rate
mortgages, and mortgages backed by commercial paper.  Non-governmental mortgage
backed securities often involve a greater degree of risk than agency
mortgage-backed securities. Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the average life or realized yield of a
particular issue of pass-through certificates. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. When the mortgage obligations are prepaid, the
Fund reinvests the prepaid amounts in securities, the yield of which reflects
interest rates prevailing at the time. Moreover, prepayment of mortgages which
underlie securities purchased at a premium could result in capital losses.

The Fund also may invest in multiple class securities issued by U.S. government
agencies and instrumentalities such as Fannie Mae, Freddie Mac, Ginnie Mae, or
private issuers, including CMOs and REMIC pass-through or participation
certificates, when consistent with the Fund's investment objective, policies
and limitations. A REMIC is a CMO that qualifies for special tax treatment
under the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments.

CMOs and guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae, Freddie Mac and Ginnie Mae are types of multiple class
pass-through securities. Investors may purchase beneficial interests in REMICs,
which are known as "regular" interests or "residual" interests. The Fund does
not currently intend to purchase residual interests in REMICs. The REMIC
Certificates represent beneficial ownership interests in a REMIC trust,
generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae
guaranteed mortgage pass-through certificates (the "Mortgage Assets") or
private issuers. The REMIC Trust may hold the mortgage related assets. The
obligations of Fannie Mae, Freddie Mac or Ginnie Mae under their respective
guaranty of the REMIC Certificates are obligations solely of Fannie Mae,
Freddie Mac or Ginnie Mae, respectively.

                                                                              19

<PAGE>   54



Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
Certificates in full, whether or not sufficient funds are otherwise available.

For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment
of interest, and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates
("PCs"). PCs represent undivided interests in specified residential mortgages
or participation therein purchased by Freddie Mac and placed in a PC pool. With
respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or
deduction. Freddie Mac also guarantees timely payment of principal on certain
PCs referred to as "Gold PCs."

Ginnie Mae REMIC certificates guarantee the full and timely payment of interest
and principal on each class of securities (in accordance with the terms of
those classes as specified in the related offering circular supplement). The
Ginnie Mae guarantee is backed by the full faith and credit of the United
States of America.

REMIC Certificates issued by Fannie Mae, Freddie Mac and Ginnie Mae are treated
as U.S. government securities for purposes of investment policies. CMOs and
REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a "tranche," is issued at a specific
adjustable or fixed interest rate and must be fully retired no later than its
final distribution date. Principal prepayments on the mortgage loans or the
Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all
of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or
accrues on all classes of CMOs or REMIC Certificates on a monthly basis.

The principal of and interest on the Mortgage Assets may be allocated among the
several classes of CMOs or REMIC Certificates in various ways. In certain
structures (known as "sequential pay" CMOs or REMIC Certificates), payments of
principal, including any principal prepayments, on the Mortgage Assets
generally are applied to the classes of CMOs or REMIC Certificates in the order
of their respective final distribution dates. Thus no payment of principal will
be made on any class of sequential pay CMOs or REMIC Certificates until all
other classes having an earlier final distribution date have been paid in full.

Additional structures of CMOs and REMIC Certificates include, among others,
"parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.

A wide variety of REMIC Certificates may be issued in the parallel pay or
sequential pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final distribution date have been retired
and are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
Certificates which generally require that specified amounts of principal be
applied on each payment date to one or more classes of REMIC Certificates (the
"PAC Certificates"), even though all other principal payments and prepayments
of the Mortgage Assets are then required to be applied to one or more other
classes of the certificates. The scheduled principal payments for the PAC
Certificates generally have the highest priority on each payment date after
interest due has been paid to all classes entitled to receive interest
currently. Shortfalls, if any, are added to the amount of principal payable on
the next payment date. The PAC Certificate payment schedule is taken into
account in calculating the final distribution date of each class of PAC. In
order to create PAC tranches, one or more tranches generally must be created
that absorb most of the volatility in the underlying Mortgage Assets. These
tranches tend to have market prices and yields that are much more volatile than
the PAC classes.

There can be no assurance that the United States government would provide
financial support to Fannie Mae, Freddie Mac or Ginnie Mae if necessary in the
future.

The Fund will generally limit its investments in mortgage-backed securities to
50% of its total assets.

REGULATION OF MORTGAGE LOANS--Mortgage loans are subject to a variety of state
and Federal regulations designed to protect borrowers which may impair the
ability of the mortgage lender to enforce its rights under the mortgage
documents. These regulations include legal restraints on foreclosures,
homeowner rights of redemption after foreclosure, Federal and state bankruptcy
and debtor relief laws, restrictions on enforcement of mortgage loan "due on
sale" clauses and state usury laws. Even though the Fund will invest in
mortgage-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, these regulations may adversely affect the
Fund's investments by delaying the Fund's receipt of payments derived from
principal or interest on mortgage loans affected by such regulations.

                                                                              20

<PAGE>   55
STRIPPED MORTGAGE-BACKED SECURITIES--The Fund may, to enhance revenues or hedge
against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multiclass mortgage securities. The Fund may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities.

SMBS are usually structured with two classes that receive different proportions
of the interest and principal distributions from a pool of mortgage assets. A
common type of SMBS will have one class receiving all of the interest from the
mortgage assets ("IOs"), while the other class will receive all of the
principal ("POs"). However, in some instances, one class will receive some of
the interest and most of the principal while the other class will receive most
of the interest and the remainder of the principal. If the underlying mortgage
assets experience greater than anticipated prepayments of principal, the Fund
may fail to fully recoup its initial investment in these securities. Although
the market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the Fund's
limitation on investments in illiquid securities. Any determination that a SMBS
is liquid will be made pursuant to guidelines and standards established by the
Trust's Board of Trustees. The market value of the class consisting entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. The yields on a class of SMBS that receives all or most of the
interest from mortgage assets are generally higher than prevailing market
yields on other mortgage-backed securities because their cash flow patterns are
more volatile and there is a greater risk that the initial investment will not
be fully recouped. The Adviser or Sub-Adviser will seek to manage these risks
(and potential benefits) by investing in a variety of such securities and by
using certain hedging techniques.

The Fund will generally limit its investments in SMBS to 15% of its total
assets.

ADJUSTABLE RATE MORTGAGE LOANS ("ARMS")--ARMs eligible for inclusion in a
mortgage pool will generally provide for a fixed initial mortgage interest rate
for a specified period of time. Thereafter, the interest rates (the "Mortgage
Interest Rates") may be subject to periodic adjustment based on changes in the
applicable index rate (the "Index Rate"). The adjusted rate would be equal to
the Index Rate plus a gross margin, which is a fixed percentage spread over the
Index Rate established for each ARM at the time of its origination.

Adjustable interest rates can cause payment increases that some borrowers may
find difficult to make. However, certain ARMs may provide that the Mortgage
Interest Rate may not be adjusted to a rate above an applicable lifetime
maximum rate or below an applicable lifetime minimum rate for such ARM. Certain
ARMs may also be subject to limitations on the maximum amount by which the
Mortgage Interest Rate may adjust for any single adjustment period (the
"Maximum Adjustment"). Other ARMs ("Negatively Amortizing ARMs") may provide
instead or as well for limitations on changes in the monthly payment on such
ARMs.  Limitations on monthly payments can result in monthly payments which are
greater or less than the amount necessary to amortize a Negatively Amortizing
ARM by its maturity at the Mortgage Interest Rate in effect in any particular
month. In the event that a monthly payment is not sufficient to pay the
interest accruing on a Negatively Amortizing ARM, any such excess interest is
added to the principal balance of the loan, causing negative amortization and
will be repaid through future monthly payments. It may take borrowers under
Negatively Amortizing ARMs longer periods of time to achieve equity and may
increase the likelihood of default by such borrowers. In the event that a
monthly payment exceeds the sum of the interest accrued at the applicable
Mortgage Interest Rate and the principal payment which would have been
necessary to amortize the outstanding principal balance over the remaining term
of the loan, the excess (or "accelerated amortization") further reduces the
principal balance of the ARM.  Negatively Amortizing ARMs do not provide for
the extension of their original maturity to accommodate changes in their
Mortgage Interest Rate. As a result, unless there is a periodic recalculation
of the payment amount (which there generally is), the final payment may be
substantially larger than the other payments. These limitations on periodic
increases in interest rates and on changes in monthly payment protect borrowers
from unlimited interest rate and payment increases.

There are two main categories of indices which provide the basis for rate
adjustments on ARMs: those based on U.S. Treasury securities and those derived
from a calculated measure such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year, three-year and
five-year constant maturity Treasury bill rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities,
the 11th District Federal Home Loan Bank Cost of Funds, the National Median
Cost of Funds, the one-month, three-month, six-month or one-year London
Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank, or
commercial paper rates. Some indices, such as the one-year constant maturity
Treasury rate, closely mirror changes in market interest rate levels. Others,
such as the 11th District Federal Home Loan Bank Cost of Funds index, tend to
lag behind changes in market rate levels and tend to be somewhat less volatile.
The degree of volatility in the market value of the Fund's portfolio and
therefore in the net asset value of the Fund's shares will be a function of the
length of the interest rate reset periods and the degree of volatility in the
applicable indices.

MORTGAGE DOLLAR ROLLS--The Fund may enter into mortgage "dollar rolls" in which
the Fund sells securities for delivery in the current month and simultaneously
contracts with the same counterpart to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date. The Fund
gives up the right to receive principal and interest paid on the securities
sold. However, the Fund would benefit to the extent of any difference between
the price received for the securities

                                                                              21

<PAGE>   56



sold and the lower forward price for the future purchase (often referred to as
the "drop") or fee income plus the interest earned on the cash proceeds of the
securities sold until the settlement date of the forward purchase. Unless such
benefits exceed the income, capital appreciation and gain or loss due to
mortgage prepayments that would have been realized on the securities sold as
part of the mortgage dollar roll, the use of this technique will diminish the
investment performance of the Fund compared with what such performance would
have been without the use of mortgage dollar rolls. The Fund will hold and
maintain in a segregated account until the settlement date, cash or liquid,
high grade debt securities in an amount equal to the forward purchase price.
The benefits derived from the use of mortgage dollar rolls may depend upon the
Adviser's ability to predict correctly mortgage prepayments and interest rates.
There is no assurance that mortgage dollar rolls can be successfully employed.

For financial reporting and tax purposes, the Fund proposes to treat mortgage
dollar rolls as two separate transactions: one involving the purchase of a
security and a separate transaction involving a sale. The Fund does not
currently intend to enter into mortgage dollar rolls that are accounted for as
a financing. For purposes of diversification and investment limitations,
mortgage dollar rolls are considered to be Mortgage-Backed Securities.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The Fund will
only invest in fixed rate mortgage loans that are issued or guaranteed by the
U.S.  government. Fixed rate mortgage loans generally provide for monthly
payments of principal and interest in substantially equal installments for the
contractual term of the mortgage note in sufficient amounts to fully amortize
principal by maturity although certain fixed rate mortgage loans provide for a
large final balloon payment upon maturity. The Fund may invest in fixed rate
mortgage loans or mortgage loan pools to enhance yield.

U.S. TREASURY OBLIGATIONS -- The Fund may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The Fund may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. The custodian holds
the interest and principal payments for the benefit of the registered owners of
the certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Receipts include Treasury Receipts ("TRS"), Treasury Investment Growth Receipts
("TIGRS"), and Certificates of Accrual on Treasury Securities ("CATS").

STRIPS, CUBES, TRS, TIGRS and CATS are sold as zero coupon securities, which
means that they are sold at a substantial discount and redeemed at face value
at their maturity date without interim cash payments of interest or principal.
This discount is amortized over the life of the security, and such amortization
will constitute the income earned on the security for both accounting and tax
purposes. Because of these features, these securities may be subject to greater
interest rate volatility than interest-paying U.S. Treasury obligations. The
Fund may invest up to 20% of its total assets in STRIPS, CUBES, TRS, TIGRS and
CATS. See also "Taxes."

CERTIFICATES OF DEPOSIT -- Certificates of deposit are negotiable interest
bearing instruments with a specific maturity. Certificates of deposit ("CDs")
are issued by banks and savings and loan institutions in exchange for the
deposit of funds and normally can be traded in the secondary market prior to
maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market. Time deposits with
a withdrawal penalty are considered to be illiquid securities; therefore, the
Fund will not invest more than 15% of its total assets in such time deposits
and other illiquid securities.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank.  They are used by corporations to finance the shipment and storage of
goods and to furnish dollar exchange. Maturities are generally six months or
less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities.  Select agencies, such as the Government National Mortgage
Association

                                                                              22

<PAGE>   57



("Ginnie Mae") and the Export-Import Bank, are supported by the full faith and
credit of the U.S. Treasury; others, such as the Federal National Mortgage
Association ("Fannie Mae"), are supported by the credit of the instrumentality
and have the right to borrow from the U.S. Treasury; others are supported by
the authority of the U.S. government to purchase the agency's obligations;
while still others, such as the Federal Farm Credit Banks and the Federal Home
Loan Mortgage Corporation ("Freddie Mac"), are supported solely by the credit
of the instrumentality itself. No assurance can be given that the U.S.
government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S.  government agencies include debt issues and
mortgage-backed securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

PREFERRED STOCK -- Preferred stock is a class of stock that generally pays
dividends at a specified rate and has preference over common stock in the
payment of dividends and liquidation. Preferred stock generally does not carry
voting rights. As with all equity securities, the price of preferred stock
fluctuates based on changes in a company's financial condition and on overall
market and economic conditions.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The Fund may invest up to 5% of its total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of its assets in the securities of other investment companies. In accordance
with an exemptive order issued to the Trust by the SEC, such other investment
company securities may include securities of a money market fund of the Trust,
and such companies may include companies of which the Adviser or a sub-adviser
to a fund of the Trust, or an affiliate of such Adviser or sub-adviser, serves
as investment adviser, administrator or distributor. Because other investment
companies employ an investment adviser, such investment by the Fund may cause
Shareholders to bear duplicate fees. The Adviser will waive its fee
attributable to the assets of the investing fund invested in a money market
fund of the Trust; and, to the extent required by the laws of any state in
which shares of the Trust are sold, the Adviser will waive its fees
attributable to the assets of the Fund invested in any investment company.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The Fund bears a risk of loss in the event the other party
defaults on its obligations and the Fund is delayed or prevented from its right
to dispose of the collateral securities or if the Fund realizes a loss on the
sale of the collateral securities. The Adviser will enter into repurchase
agreements on behalf of the Fund only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the Trustees. Repurchase
agreements are considered by the SEC to be loans under the Investment Company
Act of 1940.

REVERSE REPURCHASE AGREEMENTS - The Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the Fund would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The Fund will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the Fund enters into a reverse
repurchase agreement, it will place liquid high grade debt securities having a
value equal to the repurchase price (including accrued interest), in a
segregated custodial account and will subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Fund may
decline below the price at which the Fund is obligated to repurchase the
securities.


                                                                              23

<PAGE>   58
DEMAND FEATURES - The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the Fund. The demand
feature may be issued by the issuer of the underlying securities, a dealer in
the securities or by another third party, and may to be transferred separately
from the underlying security. The underlying municipal securities subject to a
put may be sold at any time at market rates. The Fund expects that it will
acquire puts only where the puts are available without the payment of any
direct or indirect consideration. However, if advisable or necessary, a premium
may be paid for put features. A premium paid will have the effect of reducing
the yield otherwise payable on the underlying security. The purpose of engaging
in transactions involving puts is to maintain flexibility and liquidity to
permit the Fund to meet redemption requests and remain as fully invested as
possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities may be pass-through securities, which means that
principal and interest payments on the underlying securities (less servicing
fees) are passed through to shareholders on a pro rata basis. Asset-backed
securities are normally traded over-the-counter and typically have a
short-intermediate maturity structure depending on the pay down characteristics
of the underlying financial assets which are passed through to the security
holder. These securities may involve prepayment risk, which is the risk that
the underlying debt will be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a portfolio manager
may have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be more
limited than potential market gains on a comparable security that is not
subject to prepayment risk. There is no limit on the extent to which the Fund
may invest in asset-backed securities. Asset-backed securities may be purchased
for the purpose of enhancing yield. Under certain interest rate and prepayment
rate scenarios, the Fund may fail to recoup fully its investment in
asset-backed securities. Asset-backed securities are commonly considered to be
derivatives.

SHORT-TERM FUNDING AGREEMENTS - The Fund may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the Fund makes cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The Fund will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.  Therefore, short-term funding agreements are
considered by the Fund to be illiquid investments, and will be acquired by the
Fund only if, at the time of purchase, no more than 15% of the Fund's net
assets will be invested in short-term funding agreements and other illiquid
securities.

SECURITIES OF FOREIGN ISSUERS -- The Fund may invest in securities of foreign
issuers to achieve income or capital appreciation. The Fund also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Foreign investments involve risks that are different from investments in
securities of U.S. issuers. These risks may include future unfavorable
political and economic developments, possible withholding taxes, seizure of
foreign deposits, currency controls and exchange rates, and interest limitations
or other governmental restrictions which might affect payment of principal or
interest.  Additionally, there may be less public information available about
foreign issuers. Further, foreign branches of foreign banks are not regulated
by U.S.  banking authorities and generally are not bound by accounting,
auditing and financial reporting standards comparable to U.S. banks. Securities
of foreign issuers may include sponsored and unsponsored American Depository
Receipts ("ADRs"), which are securities typically issued by a U.S. financial
institution that evidence ownership interests in a pool of securities issued by
a foreign issuer. ADRs include American Depository Shares and New York Shares.
There may be less information available on the foreign issuers of unsponsored
ADRs than on the issuers of sponsored ADRs.

HIGH YIELD SECURITIES -- High yield bonds are securities that are rated below
investment grade by the primary rating agencies (BB or lower by S&P and Ba or
lower by Moody's). Other terms used to describe such securities include "lower
rated bonds", "non-investment grade bonds" and "junk bonds". Generally, lower
rated debt securities provide a higher yield than higher rated debt securities
of similar maturity, but are subject to a greater degree of risk with respect
to the ability of the issuer to meet its principal and interest obligations.
Issuers of high yield securities may not be as strong financially as those
issuing higher rated securities. Such high yield issuers may include smaller,
less creditworthy companies or highly indebted firms. These securities are
regarded as predominately speculative. The Fund may invest up to 30% of its
total assets in fixed-income securities rated BB or lower by S&P and Ba or
lower by Moody's. See "Description of Ratings."

                                                                              24

<PAGE>   59

The market value of high yield securities may fluctuate more than the market
value of higher rated securities, since high yield securities tend to reflect
short-term corporate and market developments to a greater extent than higher
rated securities. Thus, periods of economic uncertainty and changes can be
expected to result in the increased volatility of market prices of high yield
bonds and of the investment company's net asset value. Additional risks of high
yield securities include limited liquidity and secondary market support. As a
result, the prices of high yield securities may decline rapidly in the event
that a significant number of holders decide to sell. Issuers of high yield
securities also are more vulnerable to real or perceived economic changes (for
instance, an economic downturn or prolonged period of rising interest rates),
political changes or adverse developments specific to the issuer. Adverse
developments could impair an issuer's ability to make principal and interest
payments. In the event of a default, the Fund would experience a reduction of
its income and could expect a decline in the market value of the defaulted
securities. In addition, a long-term track record on bond default rates, such
as that for investment grade corporate bonds, does not exist for the high yield
market. It may be that future default rates on high-yield bonds will be more
widespread and higher than in the past, especially during periods of
deteriorating economic conditions. Finally, the market prices of high yield
securities structured as zero coupon or pay-in-kind securities are generally
affected to a greater extent by interest rate changes and tend to be more
volatile than securities which pay interest periodically.

Credit quality in the high yield bond market can change suddenly and
unexpectedly, and even recently-issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield security. For these reasons, it
is the Fund's policy to rely primarily on ratings issued by established credit
rating agencies, but to utilize such ratings in conjunction with the adviser's
independent and ongoing review of credit quality.

The high yield securities in which the Fund may invest include the following:

- -      Straight fixed-income debt securities. These include bonds and other
       debt obligations which bear a fixed or variable rate of interest payable
       at regular intervals and have a fixed or resettable maturity date. The
       particular terms of such securities vary and may include features such
       as call provisions and sinking funds.

- -      Zero-coupon debt securities. These bear no interest obligation but are
       issued at a discount from their value at maturity. When held to
       maturity, their entire return equals the difference between their issue
       price and their maturity value.

- -      Zero-fixed-coupon debt securities.  These are zero-coupon debt
       securities which convert on a specified date to interest- bearing debt
       securities


SECURITIES LENDING -- In order to generate additional income, the Fund may lend
up to 33% of the securities in which it is invested pursuant to agreements
requiring that the loan be continuously secured by cash, securities of the U.S.
government or its agencies, shares of an investment trust or mutual fund or any
combination of cash and such securities as collateral equal at all times to at
least 100% of the market value plus accrued interest on the securities lent.
The Fund will continue to receive interest on the securities lent while
simultaneously seeking to earn interest on the investment of cash collateral in
U.S. government securities, shares of an investment trust or mutual fund, or
other short-term, highly liquid investments. Collateral is marked to market
daily to provide a level of collateral at least equal to the market value of
the securities lent. There may be risks of delay in recovery of the securities
or even loss of rights in the collateral should the borrower of the securities
fail financially. However, loans will only be made to borrowers deemed by the
Adviser to be of good standing under guidelines established by the Trust's
Board of Trustees and when, in the judgment of the Adviser, the consideration
which can be earned currently from such securities loans justifies the
attendant risk. The Fund will enter into loan arrangements only with counter
parties which the Adviser has deemed to be creditworthy under guidelines
established by the Board of Trustees. Loans are subject to termination by the
Fund or the borrower at any time, and are therefore, not considered to be
illiquid investments.

RESTRICTED SECURITIES -- The Fund may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the Fund, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution. Any resale by
the purchaser must be in an exempt transaction. Section 4(2) commercial paper
is normally resold to other institutional investors like the Fund through or
with the assistance of the issuer or investment dealers who make a market in
Section 4(2) commercial paper, thus providing liquidity. The Fund believes that
Section 4(2) commercial paper and possibly certain other restricted securities
that meet the criteria for liquidity established by the Trustees are quite
liquid. The Fund intends, therefore, to treat the restricted securities that
meet the criteria for liquidity established by the Trustees, including Section
4(2) commercial paper, as determined by the Adviser, as liquid and not subject
to the investment limitation applicable to illiquid securities. In addition,
because Section 4(2) commercial paper is liquid, the Fund will not subject such
paper to the limitation applicable to restricted securities.


                                                                              25

<PAGE>   60



The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under an SEC staff position set forth in the adopting
release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule
is a nonexclusive safe-harbor for certain secondary market transactions
involving securities subject to restrictions on resale under Federal securities
laws. The Rule provides an exemption from registration for resales of otherwise
restricted securities to qualified institutional buyers. The Rule is expected
to further enhance the liquidity of the secondary market for securities
eligible for resale under Rule 144A. The Fund believes that the staff of the
SEC has left the question of determining the liquidity of all restricted
securities to the Trustees. The Trustees have directed the Adviser to consider
the following criteria in determining the liquidity of certain restricted
securities:

- -      the frequency of trades and quotes for the security;

- -      the number of dealers willing to purchase or sell the security and the
       number of other potential buyers;

- -      dealer undertakings to make a market in the security; and

- -      the nature of the security and the nature of the marketplace trades.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. A demand instrument with a demand notice period exceeding
seven days may be considered illiquid if there is no secondary market for such
security; therefore, the Fund will not invest more than 15% of its total assets
in such instruments and other illiquid securities. The interest rates on these
securities may be reset daily, weekly, quarterly or some other reset period,
and may have a floor or ceiling on interest rate changes. There is a risk that
the current interest rate on such obligations may not accurately reflect
existing market interest rates.

There is no limit on the extent to which the Fund may purchase variable and
floating rate instruments that are not illiquid. The Fund will purchase
variable and floating rate instruments to facilitate portfolio liquidity or to
permit the investment of the Fund's assets at a favorable rate of return.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The Fund
may purchase securities on a when-issued basis when deemed by the Adviser to
present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. Although the purchase of securities
on a when-issued basis is not considered leveraging, it has the effect of
leveraging.  When the Adviser purchases a when-issued security, the Custodian
will set aside cash or liquid securities to satisfy the purchase commitment.
The Fund generally will not pay for such securities or earn interest on them
until received.  Commitments to purchase when-issued securities will not, under
normal market conditions, exceed 40% of the Fund's total assets, and a
commitment will not exceed 180 days. The Fund will only purchase when-issued
securities for the purpose of acquiring portfolio securities and not for
speculative purposes.

In a forward commitment transaction, the Fund contracts to purchase securities
for a fixed price at a future date beyond customary settlement time. The Fund
is required to hold and maintain in a segregated account until the settlement
date, cash, U.S. government securities or liquid high-grade debt obligations in
an amount sufficient to meet the purchase price. Alternatively, the Fund may
enter into offsetting contracts for the forward sale of other securities that
it owns.  The purchase of securities on a when-issued or forward commitment
basis involves a risk of loss if the value of the security to be purchased
declines prior to the settlement date. Although the Fund would generally
purchase securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its portfolio, the Fund may
dispose of a when-issued security or forward commitment prior to settlement if
the Adviser deems it appropriate to do so.

OPTIONS -- The Fund may purchase and write (i.e., sell) call options and put
options on securities and indices A call option gives the purchaser the right
to buy, and obligates the writer of the option to sell, the underlying security
at the agreed upon exercise (or "strike") price during the option period. A put
option gives the purchaser the right to sell, and obligates the writer to buy,
the underlying security at the strike price during the option period.
Purchasers of options pay an amount, known as a premium, to the option writer
in exchange for the right under the option contract. Option contracts may be
written with terms that would permit the holder of the option to purchase or
sell the underlying security only upon the expiration date of the option. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, the Fund may enter into a "closing
transaction," the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.


                                                                              26

<PAGE>   61



The Fund may purchase put and call options in hedging transactions to protect
against a decline in the market value of the securities in the Fund (e.g., by
the purchase of a put option) and to protect against an increase in the cost of
fixed-income securities that the Fund may seek to purchase in the future (e.g.,
by the purchase of a call option). In the event that paying premiums for put
and call options, together with price movements in the underlying securities,
are such that exercise of the options would not be profitable for the Fund,
losses of the premiums paid may be offset by an increase in the value of the
Fund's securities (in the case of a purchase of put options) or by a decrease
in the cost of acquisition of securities by the Fund (in the case of a purchase
of call options).

The Fund also may write secured put and covered call options as a means of
increasing the yield on the Fund and as a means of providing limited protection
against decreases in market value of the Fund.

There are risks associated with options transactions, including the following:
(i) the success of a hedging strategy may depend on the ability of the Adviser
to predict movements in the prices of the individual securities, fluctuations
in markets and movements in interest rates; (ii) there may be an imperfect or
no correlation between the changes in market value of the securities held by
the Fund and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the Fund will receive a premium when it
writes covered call options, it may not participate fully in a rise in the
market value of the underlying security. It is expected that the Fund will only
engage in option transactions with respect to permitted investments and related
indices.

Generally, the policy of the Fund, in order to avoid the exercise of an option
sold by it, will be to cancel its obligation under the option by entering into
a closing purchase transaction, if available, unless selling (in the case of a
call option) or purchasing (in the case of a put option) the underlying
securities is determined to be in the Fund's interest. A closing purchase
transaction consists of a Fund purchasing an option having the same terms as
the option sold by the Fund, and has the effect of canceling the Fund's
position as a seller. The premium which a Fund will pay in executing a closing
purchase transaction may be higher (or lower) than the premium received when
the option was sold, depending in large part upon the relative price of the
underlying security at the time of each transaction. To the extent options sold
by a Fund are exercised and the Fund either delivers securities to the holder
of a call option or liquidates securities as a source of funds to purchase
securities put to the Fund, the Fund's turnover rate will increase, which would
cause the Fund to incur additional brokerage expenses.

During the option period, the Fund, as a covered call writer, gives up the
potential appreciation above the exercise price should the underlying security
rise in value, and the Fund, as a covered put writer, retains the risk of loss
should the underlying security decline in value. For the covered call writer,
substantial appreciation in the value of the underlying security would result
in the security being "called away" at the strike price of the option which may
be substantially below the fair market value of such security. For the covered
put writer, substantial depreciation in the value of the underlying security
would result in the security being "put to" the writer at the strike price of
the option which may be substantially in excess of the fair market value of
such security. If a covered call option or a covered put option expires
unexercised, the writer realizes a gain, and the buyer a loss, in the amount of
the premium.

The SEC requires that obligations of investment companies such as the Fund, in
connection with option sale positions, must comply with certain segregation or
coverage requirements, which are more fully described in the Statement of
Additional Information.

The Fund will only write covered call options on its securities and will limit
such activities to provide that the aggregate market value of such options and
the Fund's obligations under such written puts does not exceed 25% of the
Fund's total assets as of the time such options are entered into by the Fund.

FUTURES CONTRACTS AND RELATED OPTIONS -- The Fund may enter into futures
contracts, options on futures contracts, index futures and options thereon that
are traded on an exchange regulated by the Commodities Futures Trading
Commission ("CFTC") if, to the extent that such futures and options are not for
"bona fide hedging purposes" (as defined by the CFTC), the aggregate initial
margin and premiums on such positions (excluding the amount by which options
are in the money) do not exceed 5% of the Fund's total assets at current value.
The Fund, however, may invest more than such amount for bona fide hedging
purposes, and also may invest more than such amount if it obtains authority to
do so from the appropriate regulatory agencies without rendering the Fund a
commodity pool operator or adversely affecting its status as an investment
company for Federal securities law or income tax purposes.

The Fund may buy and sell futures contracts and related options to manage its
exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, may
reduce the Fund's exposure to price fluctuations. Other strategies, including
buying futures, writing puts and buying calls, tend to increase market
exposure.  Futures and options may be combined with each other in order to
adjust the risk and return characteristics of the overall portfolio. The

                                                                              27

<PAGE>   62



Fund expects to enter into these transactions to "lock in" a return or spread
on a particular investment or portion of its assets, to protect against any
increase in the price of securities the Fund anticipates purchasing at a later
date, or for other risk management strategies.

Options and futures can be volatile instruments, and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges interest rates
incorrectly, options and futures strategies may lower a Fund's return. The Fund
could also experience losses if the prices of its options and futures positions
were poorly correlated with its other instruments, or if it could not close out
its positions because of an illiquid secondary market.

Typically, investment in these contracts requires the Fund to deposit with the
applicable exchange or other specified financial intermediary as a good faith
deposit for its obligations, known as "initial margin," an amount of cash or
specified debt securities that initially is 1% -15% of the face amount of the
contract and that thereafter fluctuates on a periodic basis as the value of the
contract fluctuates. Thereafter, the Fund must make additional deposits equal
to any net losses due to unfavorable price movements of the contract and will
be credited with an amount equal to any net gains due to favorable price
movements.  These additional deposits or credits are calculated and required
daily and are known as "variation margin."

The SEC requires that when an investment company such as the Fund effects
transactions of the foregoing nature, it must either segregate cash or high
quality, readily marketable portfolio securities with its custodian in the
amount of its obligations under the foregoing transactions or must cover such
obligations by maintaining positions in portfolio securities, futures contracts
or options that would serve to satisfy or offset the risk of such obligations.
When effecting transactions of the foregoing nature, the Fund will comply with
such segregation or cover requirements. No limitation exists on the amount of
the Fund's assets that may be used to comply with such segregation or cover
requirements. Certain provisions of the Internal Revenue Code may limit the use
of futures and related options transactions.

The Fund also may engage in straddles and spreads with respect to 15% of its
assets. In a straddle transaction, the Fund either buys a call and a put or
sells a call and a put on the same security. In a spread, the Fund purchases
and sells a call or a put. The Fund will sell a straddle when the Adviser
believes the price of a security will be stable. The Fund will receive a
premium on the sale of the put and the call. A spread permits the Fund to make
a hedged investment that the price of a security will increase or decline.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the Fund from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the Fund's investments are traded, the Fund may enter into
swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. While swaps, caps, and floors (sometimes hereinafter
collectively referred to as "swap contracts") are different from futures
contracts (and options on futures contracts) in that swap contracts are
individually negotiated with specific counter parties, the Fund will use swap
contracts for purposes similar to the purposes for which it uses options,
futures, and options on futures. Those uses of swap contracts (i.e., risk
management and hedging) present the Fund with risks and opportunities similar
to those associated with options contracts, futures contracts, and options on
futures. See "Futures Contracts and Related Options" and "Options."

The Fund may enter into these transactions to manage its exposure to changing
interest rates and other market factors. Some transactions may reduce the
Fund's exposure to market fluctuations while others may tend to increase market
exposure.

Swap contracts typically involve an exchange of obligations by two
sophisticated parties. For example, in an interest rate swap, the Fund may
exchange with another party their respective rights to receive interest, such
as an exchange of fixed rate payments for floating rate payments. Currency
swaps involve the exchange of respective rights to make or receive payments in
specified currencies. Mortgage swaps are similar to interest rate swaps in that
they represent commitments to pay and receive interest.  The notional principal
amount, however, is tied to a reference pool or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

Because swap contracts are individually negotiated, they remain the obligation
of the respective counter parties, and there is a risk that a counterparty will
be unable to meet its obligations under a particular swap contract. If a
counterparty defaults on a swap contract with the Fund, the Fund may suffer a
loss. To address this risk, the Fund will usually enter into interest rate
swaps

                                                                              28

<PAGE>   63



on a net basis, which means that the two payment streams (one from the Fund to
the counterparty, one to the Fund from the counterparty) are netted out, with
the Fund receiving or paying, as the case may be, only the net amount of the
two payments. Interest rate swaps do not involve the delivery of securities,
other underlying assets, or principal, except for purposes of
collateralization, as discussed below. Accordingly, the risk of loss with
respect to interest rate swaps entered into on a net basis would be limited to
the net amount of the interest payments that the Fund is contractually
obligated to make. If the other party to an interest rate swap defaults, the
Fund's risk of loss consists of the net amount of interest payments that the
Fund is contractually entitled to receive. To protect against losses related to
counterparty default, the Fund may enter into swaps that require transfers of
collateral for changes in market value. In contrast, currency swaps and other
types of swaps may involve the delivery of the entire principal value of one
designated currency or financial instrument in exchange for the other
designated currency or financial instrument. Therefore, the entire principal
value of such swaps may be subject to the risk that the other party will
default on its contractual delivery obligations.

In addition, because swap contracts are individually negotiated and ordinarily
non-transferable, there also may be circumstances in which it would be
impossible for the Fund to close out its obligations under the swap contract
prior to its maturity. Under such circumstances, the Fund might be able to
negotiate another swap contract with a different counterparty to offset the
risk associated with the first swap contract. Unless the Fund is able to
negotiate such an offsetting swap contract, however, the Fund could be subject
to continued adverse developments, even after the Adviser has determined that
it would be prudent to close out or offset the first swap contract.

The Fund will not enter into any mortgage swap, interest rate swap, cap or
floor transaction unless the unsecured commercial paper, senior debt, or the
claims paying ability of the other party thereto is rated in the highest or
second highest rating category by at least one NRSRO at the time of investment,
or, if unrated, determined by the Adviser to be of comparable quality.

The use of swaps involves investment techniques and risks different from and
potentially greater than those associated with ordinary portfolio securities
transactions. If the Adviser is incorrect in its expectations of market values,
interest rates, or currency exchange rates, the investment performance of the
Fund would be less favorable than it would have been if this investment
technique were not used.

The staff of the SEC is presently considering its position with respect to
swaps, caps and floors as senior securities. Pending a determination by the
staff, the Fund will either treat swaps, caps and floors as being subject to
its senior securities restrictions or will refrain from engaging in swaps, caps
and floors. Once the staff has expressed a position with respect to swaps, caps
and floors, the Fund intends to engage in swaps, caps and floors, if at all, in
a manner consistent with such position. To the extent the net amount of an
interest rate or mortgage swap is held in a segregated account, consisting of
cash or liquid, high grade debt securities, the Adviser believes that swaps do
not constitute senior securities under the Investment Company Act of 1940 and,
accordingly, will not treat them as being subject to the Fund's borrowing
restrictions. The net amount of the excess, if any, of the Fund's obligations
over its entitlements with respect to each interest rate swap will be accrued
on a daily basis and an amount of cash or liquid securities having an aggregate
net asset value at least equal to the accrued excess will be maintained in a
segregated account by the Fund's Custodian.

The Fund will generally limit its investments in swaps, caps and floors to 25%
of its total assets.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
Fund may invest in any such options, contracts and products as may be developed
to the extent consistent with its investment objective, policies and
restrictions and the regulatory requirements applicable to investment
companies.

These various products may be used to adjust the risk and return
characteristics of the Fund's portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates, commodity
prices, or other factors that affect security values, regardless of the
issuer's credit risk. If market conditions do not perform consistent with
expectations, the performance of the Fund would be less favorable than it would
have been if these products were not used.

In addition, losses may occur if counter parties involved in transactions do
not perform as promised. These products may expose the Fund to potentially
greater return as well as potentially greater risk of loss than more
traditional fixed-income investments.

The Fund will generally limit its investments in new financial products to 25%
of its total assets.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as the Student Loan
Marketing Association ("Sallie Mae"), Ginnie Mae, Fannie Mae, and Freddie Mac),
banks, municipalities, corporations, and other business entities whose interest
and/or principal payments are indexed to certain

                                                                              29

<PAGE>   64



specific foreign currency exchange rates, interest rates, or one or more other
reference indices. Structured instruments frequently are assembled in the form
of medium-term notes, but a variety of forms are available. Structured
instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counter party default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The Fund also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a Fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The Fund may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity. The Fund will generally limit its investments in inverse floating
rate instruments to 15% of its total assets.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

                                                                              30

<PAGE>   65



The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.



                                                                              31

<PAGE>   66
Standard & Poor's Ratings Services

Investment Grade
- ----------------

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

Non-Investment Grade
- --------------------

Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial. or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

Moody's Investor Service, Inc.

Investment Grade
- ----------------

Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make
the long-term risks appear somewhat larger than in Aaa securities. Bonds that
are rated A possess many favorable investment attributes and are to be

                                                                              32
<PAGE>   67


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

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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------

Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

o      Amortization schedule (the larger the final maturity relative to other
       maturities the more likely it will be treated as a note).

o      Source of Payment (the more dependent the issue is on the market for its
       refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by an investment in the Fund over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that period is generated over a one-year period and is
shown as a percentage of the investment.


                                                                              33

<PAGE>   68



Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax advisers for a more complete explanation of
the Federal tax consequences, and for an explanation of the state, local and
(if applicable) foreign tax consequences of making such an investment.

                                                                              34


<PAGE>   69


The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Fund transactions in foreign currencies and hedging activities will likely
produce a difference between book income and taxable income. This difference
may cause a portion of the Fund's income distributions to constitute a return
of capital for tax purposes or require the Fund to make distributions exceeding
book income to qualify as a regulated investment company.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.



                                                                              35

<PAGE>   70





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              36

<PAGE>   71





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              37

<PAGE>   72





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              38

<PAGE>   73


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C.  20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215


TOG-F-119


                                                                              39
<PAGE>   74
The One Group(R) Investor Growth Fund
                                                                      PROSPECTUS

Investment Adviser:   BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Growth Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INVESTOR GROWTH FUND (THE "FUND") SEEKS LONG-TERM CAPITAL
APPRECIATION BY INVESTING PRIMARILY IN A DIVERSIFIED GROUP OF ONE GROUP MUTUAL
FUNDS WHICH INVEST PRIMARILY IN EQUITY SECURITIES. CURRENT INCOME IS A
SECONDARY OBJECTIVE.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term 
investors.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the
Securities and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996





<PAGE>   75



TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
SUMMARY...........................................................................................................3

ABOUT THE FUND....................................................................................................4
   EXPENSE SUMMARY................................................................................................4

THE FUND..........................................................................................................5
   INVESTMENT OBJECTIVE...........................................................................................6
   INVESTMENT POLICIES............................................................................................6

HOW TO DO BUSINESS WITH THE ONE GROUP(R).........................................................................12
   HOW TO INVEST IN THE ONE GROUP(R).............................................................................12
   ALTERNATIVE SALES ARRANGEMENTS................................................................................16
   EXCHANGES      ...............................................................................................17
   REDEMPTIONS    ...............................................................................................18

FUND MANAGEMENT..................................................................................................19
   THE ADVISER    ...............................................................................................19
   THE DISTRIBUTOR...............................................................................................21
   THE ADMINISTRATOR.............................................................................................21
   THE TRANSFER AGENT AND CUSTODIAN..............................................................................21
   COUNSEL AND INDEPENDENT ACCOUNTANTS...........................................................................22

OTHER INFORMATION................................................................................................22
   THE TRUST      ...............................................................................................22
   OTHER INVESTMENT POLICIES.....................................................................................23
   DESCRIPTION OF PERMITTED INVESTMENTS..........................................................................24
   DESCRIPTION OF MUNICIPAL NOTE RATINGS.........................................................................28
   MISCELLANEOUS  ...............................................................................................29
   PERFORMANCE    ...............................................................................................29
   TAXES          ...............................................................................................29
</TABLE>





<PAGE>   76



SUMMARY

THE ONE GROUP(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Investor Growth Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks long-term capital appreciation
by investing primarily in a diversified group of One Group mutual funds which
invest primarily in equity securities. Current income is a secondary objective.
See "Investment Objective." Shares of the Fund are available to tax advantaged
retirement accounts and other persons investing for long-term investment
purposes. The Fund should not be used for short-term trading purposes. There is
no assurance that the Fund will achieve its investment objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
80% to 100% of its assets in Underlying Funds which invest primarily in equity
securities, up to 20% in Underlying Funds which invest primarily in
fixed-income securities, and up to 10% in Money Market Funds. The Fund will
normally allocate its assets among the Underlying Funds according to the
Adviser's outlook for the economy, financial markets and relative market
valuation of the Underlying Funds. The Adviser may vary the allocation within
the above ranges. There is no assurance that the Fund will achieve its stated
objective.

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
               Underlying Fund                                          Type of Investments
         --------------------------------------------                   -------------------
         <S>                                                            <C>
         The One Group(R) Prime Money Market Fund                       Money Market
         The One Group(R) Limited Volatility Bond Fund                  Fixed Income
         The One Group(R) Intermediate Bond Fund                        Fixed Income
         The One Group(R) Income Bond Fund                              Fixed Income
         The One Group(R) Government Bond Fund                          Fixed Income
         The One Group(R) Ultra Short-Term Income Fund                  Fixed Income
         The One Group(R) Disciplined Value Fund                        Equity
         The One Group(R) International Equity Index Fund               Equity
         The One Group(R) Large Company Growth Fund                     Equity
         The One Group(R) Large Company Value Fund                      Equity
         The One Group(R) Growth Opportunities Fund                     Equity
         The One Group(R) Value Growth Fund                             Equity
         The One Group(R) Gulf South Growth Fund                        Equity
         The One Group(R) Income Equity Fund                            Equity
         The One Group(R) Equity Index Fund                             Equity
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets
and the value of the Underlying Funds in which it invests. The Fund's
investment return is diversified by its investment in the Underlying Funds
which invest in growth and income stocks, foreign securities, debt securities,
and cash and cash equivalents. See page 6 for a complete description of the
Underlying Funds and page 23 for other investment policies.

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee.  Bank One Trust Company, N.A.  serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."


                                                                               3

<PAGE>   77



WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."


ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) INVESTOR GROWTH FUND

<TABLE>
<CAPTION>
                                                                                                       FIDUCIARY
                                                                     CLASS A          CLASS B            CLASS
                                                                     -------          -------          ---------
<S>                                                                  <C>               <C>               <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                            4.50%             None              None
  (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge(2)                           None             5.00%             None
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                        None             None              None
Redemption Fees                                                       None             None              None
Exchange Fees                                                         None             None              None
ANNUAL OPERATING EXPENSES
  (as a percentage of average daily net assets)
Investment Advisory Fees                                              .05%             .05%              .05%
12b-1 Fees (after fee waiver)(3)                                      .25%            1.00%              None
Other Expenses                                                        .32%             .32%              .32%
TOTAL OPERATING EXPENSES(4)                                           .62%            1.37%              .37%
</TABLE>

(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more of Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first
         anniversary of purchase.

(3)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plan, 12b-1 fees (as a percentage of average
         daily net assets) would be .35% for Class A shares. The 12b-1 fees
         include a shareholder servicing fee of .25% of the average daily net
         assets of the Fund's Class B shares and may include a shareholder
         servicing fee of .25% of the average daily net assets of the Fund's
         Class A shares.  See "The Distribution."

(4)      Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
         Class A shares would be .72%.


The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds, and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on
the current Underlying Fund prospectus). Certain of these expense ratios may 
include a voluntary reduction of investment advisory fees.

<TABLE>
<CAPTION>
                                                                                       
                                                                                       
Name of Underlying Fund                             Expense Ratio                      
- -----------------------                             -------------                      
<S>                                                      <C>                              
The One Group(R)Prime Money Market Fund                  .47%                             
The One Group(R)Limited Volatility Bond Fund             .55%                             
The One Group(R)Intermediate Bond Fund                   .62%                             
The One Group(R)Income Bond Fund                         .64%                                      
</TABLE>

                                                                               4

<PAGE>   78
<TABLE>
<S>                                                      <C>   
The One Group(R) Government Bond Fund                     .71% 
The One Group(R) Ultra Short-Term Income Fund             .70% 
The One Group(R) Disciplined Value Fund                   .99% 
The One Group(R) International Equity Index Fund         1.22% 
The One Group(R) Large Company Growth Fund                .98% 
The One Group(R) Large Company Value Fund                1.00% 
The One Group(R) Growth Opportunities Fund               1.06% 
The One Group(R) Value Growth Fund                        .96% 
The One Group(R) Gulf South Growth Fund                   .97% 
The One Group(R) Income Equity Fund                      1.05% 
The One Group(R) Equity Index Fund                        .31% 

</TABLE>

After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for Class A
shares is 1.52%, for Class B shares is 2.27%, and for Fiduciary Class shares is
1.27%.

On the basis of these estimated expenses, the following example illustrates the 
expenses an investor would pay on a $1,000 investment in Class A and Fiduciary 
class shares of the Fund, assuming: (1) imposition of the maximum sales charge 
for Class A shares; (2) 5% annual return; and (3) redemption at the end of 
each time period.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $60              $91             $124              $218
Fiduciary Class                                        $13              $40             $ 70              $153
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $61              $96             $132              $235
Fiduciary Class                                        $14              $42             $ 73              $160
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

On the basis of the estimated expenses set forth above, the following example
illustrates the expenses an investor would pay on a $1,000 investment in Class
B shares, assuming: (1) deduction of the applicable maximum Contingent Deferred
Sales Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $73              $101            $142              $242
Assuming no redemption                                 $23              $ 71            $122              $242
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $74              $103            $145              $250
Assuming no redemption                                 $24              $ 73            $125              $250
</TABLE>



Class B shares automatically convert to Class A shares after eight (8) years. 
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

THE FUND

The One Group(R) Investor Growth Fund ( the "Fund") is part of The One Group(R)
(the "Trust"), which is an open-end management investment company that offers
shares in 39 separate funds and different classes of certain of the funds. The
Trust was organized as a Massachusetts Business Trust on May 23, 1985. This
Prospectus relates to Class A, Class B, and Fiduciary Class shares of The One
Group(R) Investor Growth Fund. Each class of shares provides for variations in
distribution costs, voting rights, dividends and per share net asset value
pursuant to a multiple class plan (the "Multiple Class Plan") adopted by the
Board of Trustees of the Trust. Except for these differences between classes,
each share of the Fund represents an undivided, proportionate interest in the
Fund. The Fund is a non-diversified mutual fund because it invests in the
securities of a limited number of Underlying Funds. However, the Underlying
Funds are diversified investment companies. The Information regarding the
Trust's other funds and their classes is contained in separate prospectuses
which may be obtained from the Trust's Distributor, The One Group(R) Services
Company, 3435 Stelzer Road, Columbus, OH 43219, or by calling 1-800-480-4111.

                                                                               5
<PAGE>   79



INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation by investing primarily in a
diversified group of One Group mutual funds which invest primarily in equity
securities. Current income is a secondary objective.

The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.

INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 80% to 100% of its assets in nine Underlying Funds of The
One Group(R)which invest primarily in equity securities, up to 20% of its
assets in five Underlying Funds of The One Group(R)which invest primarily in
fixed income securities, and up to 10% of its assets in one money market fund
of The One Group. The Fund will invest its assets in the Underlying Funds,
within the ranges indicated below.

<TABLE>
<CAPTION>
                                                           Investment Range
                 Investor Growth Fund                   (Percent of Fund Assets)
         ---------------------------------------------  ------------------------
         <S>                                                   <C>
         The One Group(R) Prime Money Market Fund               0 - 10%
         The One Group(R) Limited Volatility Bond Fund          0 - 20%
         The One Group(R) Intermediate Bond Fund                0 - 20%
         The One Group(R) Income Bond Fund                      0 - 20%
         The One Group(R) Government Bond Fund                  0 - 20%
         The One Group(R) Ultra Short-Term Income Fund          0 - 20%
         The One Group(R) Disciplined Value Fund                0 - 30%
         The One Group(R) International Equity Index Fun        0 - 30%
         The One Group(R) Large Company Growth Fund             0 - 48%
         The One Group(R) Large Company Value Fund              0 - 55%
         The One Group(R) Growth Opportunities Fund             0 - 30%
         The One Group(R) Value Growth Fund                     0 - 50%
         The One Group(R) Gulf South Growth Fund                0 - 30%
         The One Group(R) Income Equity Fund                    0 - 50%
         The One Group(R) Equity Index Fund                     0 - 50%
</TABLE>


The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table above.

The Fund and the Underlying Funds are permitted for temporary defensive
purposes to invest up to 100% of their assets in short-term fixed income
securities. Such securities include obligations of the U.S. Government and is
agencies and instrumentalities, commercial paper, bank certificates of deposit,
repurchase agreements, bankers acceptances, variable amount master demand note
and bank money market deposit accounts. The Fund the Underlying Funds may also
hold cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary 
defensive position, they will not be pursuing their investment objective.

DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of
the Underlying Funds. Additional investment practices are described in
"Investment Policies of the Underlying Funds," the Statement of Additional
Information and the prospectus for each of the Underlying Funds.


                                                                               6

<PAGE>   80



The One Group(R) International Equity Index Fund

The One Group(R) International Equity Index Fund is an equity fund. The
objective of the fund is to provide investment results that correspond to the
aggregate price and dividend performance of the securities in the Gross
Domestic Product Weighted Morgan Stanley Capital International Europe,
Australia and Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP Index").(1)
Under normal conditions, the fund will invest substantially all of its assets
in foreign securities and at least 65% of the value of its total assets in
foreign equity securities, consisting of common stocks (including sponsored and
unsponsored American Depository Receipts ("ADRs")) and preferred stocks,
securities convertible into common stocks (only if they are listed on
registered exchanges or actively traded in the over-the-counter market),
warrants and depository receipts for such securities of issuers located in at
least three different countries. In attempting to duplicate the capital
performance and dividend income of the MSCI EAFE GDP Index, the fund will
normally invest in the stocks which comprise the Index and secondarily in stock
index futures. It is expected that cash reserve items normally will not exceed
10% of the fund's net assets.  The Fund may invest up to 10% of its net assets
in securities of emerging international markets such as Mexico, Brazil and
Chile. A substantial portion of the fund's assets will be denominated in
foreign currencies.

The One Group(R) Large Company Growth Fund

The One Group(R) Large Company Growth Fund seeks long-term capital appreciation
and growth of income by investing primarily in equity securities. To achieve
its objective, the fund will, under normal market conditions, invest
substantially all, but in no event less than 65%, of the value of its total
assets in equity securities consisting of common stocks, warrants and any
rights to purchase common stocks. The weighted average capitalization of the
companies in which the fund invests will under normal market conditions always
be in excess of the market median capitalization of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").(2) The fund may invest the
remainder of its assets in any combination of nonconvertible fixed income
securities, repurchase agreements, options and futures contracts.

The One Group(R) Large Company Value Fund

The One Group(R) Large Company Value Fund is an equity fund that seeks capital
appreciation with the incidental goal of achieving current income by investing
primarily in equity securities. The fund will invest in equity securities of
companies that are believed to be selling below their long-term intrinsic
investment values. Companies held will typically be large capitalization
issuers with current price/earnings and/or price/book ratios which are lower
than that of the general market as measured by the S&P 500 Index. In addition,
the fund may invest in stock of companies which have been analyzed to have
breakup values well in excess of current market values or which have uniquely
undervalued corporate assets. The general approach to purchasing stocks will
emphasize individual security selection. Macroeconomic data and industry profit
forecasts will be utilized to gauge the best sectors of the economy in which to
be positioned.

Under normal market conditions, the fund will invest at least 80% of the value
of its total assets in equity securities consisting of common stocks and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The remainder of the
fund's assets will be held in cash equivalents

The One Group(R) Growth Opportunities Fund

The One Group(R) Growth Opportunities Fund seeks growth of capital and,
secondarily, current income by investing primarily in equity securities. The
fund will invest in issues which are identified and selected based on the
potential to produce above-average earnings growth per share over a
one-to-three year period. It is expected that issuers will generally include
established companies with a history of above-average growth or companies that
are expected to enter periods of above-average growth, and smaller companies
which are positioned in emerging growth industries. The fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.
At least 80% of the value of the fund's total assets will, under normal
conditions, be invested in equity securities consisting of common stocks and
debt securities and preferred stocks that are convertible into common stocks.
The fund also may enter into options and futures transactions. The remainder of
the fund's assets will be held in cash equivalents.

- --------
    (1)   "MSCI EAFE GDP Index" is a registered service mark of Morgan Stanley
          Capital International, which does not sponsor and is in no way
          affiliated with the fund.

    (2)   "Standard & Poor's 500" is a registered trademark of Standard & Poor's
          Corporation, which does not sponsor and is in no way affiliated with
          the fund.

                                                                               7

<PAGE>   81



The One Group(R) Value Growth Fund

The One Group(R) Value Growth Fund seeks long-term capital growth and growth of
income while, as a secondary objective providing a moderate level of current
income. The fund pursues its objectives by investing primarily in a portfolio
of common stocks, debt securities, preferred stocks, convertible securities,
warrants, and other equity securities of companies that show the potential for
growth of earnings over time. Stock selection is guided by current valuation
relative to a stock's historical valuation and relative to the Adviser's
estimates of future growth of earnings and dividends. Accordingly, the fund may
emphasize securities of companies that the Adviser believes are overlooked or
undervalued by investors, which fact should contribute to an increase in the
market value of the security over time.

The fund will ordinarily invest at least 65% of the value of its total assets
in securities with the characteristics described above. Although the fund
intends to invest all of its assets in such securities, up to 35% of its total
assets may be held in cash or invested in U.S. Government Securities, other
investment grade fixed-income securities and cash equivalents.

The One Group(R) Gulf South Growth Fund

The One Group(R) Gulf South Growth Fund seeks long-term capital growth by
investing in a portfolio of equity securities of small-capitalization ,
emerging growth and medium capitalization companies, which are either
headquartered in or whose primary market is in the southeastern region of the
United States. The fund invests primarily in a portfolio of common stocks, debt
securities, preferred stocks, convertible securities, warrants and other equity
securities of such companies. The Adviser anticipates that the fund's portfolio
will normally consist of securities of approximately twenty-five to sixty
emerging growth companies from Virginia, North Carolina, South Carolina,
Florida, Georgia, Tennessee, Alabama, Mississippi, Arkansas, Louisiana,
Kentucky and Texas. It is expected that companies selected would generally have
market capitalizations ranging from $50,000,000 to $2,000,000,000, although the
fund may occasionally hold securities of companies whose market capitalizations
are considerably larger if doing so contributes to the fund's investment
objective.

The fund will normally invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents, when the Adviser's
assessment of the attractiveness of the entire stock market and individual
market sectors changes.

Because the fund is non-diversified, its share price may be subject to greater
fluctuations as a result of changes in an issuer's financial condition or the
market's assessment of an individual issuer. In addition, smaller, less
seasoned companies may be subject to greater business risk than larger,
established companies.

The One Group(R) Income Equity Fund

The One Group(R) Income Equity Fund seeks current income through regular
payment of dividends with the secondary goal of achieving capital appreciation
by investing primarily in equity securities. The fund will make investments in
an attempt to keep its yield above the S&P 500 Index. Achieving such a yield
will be the primary consideration in selecting securities. Investments will be
made in common stocks of corporations which regularly pay dividends, although
continued payment of dividends cannot be assured. The fund will invest
primarily in stocks with favorable, long-term fundamental characteristics, but
stocks of companies that are out of favor in the financial community may also
be purchased.

The fund will under normal conditions invest at least 80% of the value of its
total assets in equity securities consisting of common stocks, and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Equity Index Fund

The One Group(R) Equity Index Fund seeks investment results that correspond to
the aggregate price and dividend performance of the securities on the S&P 500
Index. The fund will, in attempting to duplicate the capital performance and
dividend income of the S&P 500 Index, normally invest in many of the stocks
which comprise the S&P 500 Index and secondarily in stock index futures. Cash
reserves will not normally exceed 10% of the fund's net assets.

The Adviser generally selects stocks for the fund in the order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks.
The percentage of the fund's assets to be invested in each stock is
approximately the same as the percentage it represents in the S&P 500 Index.
From time to time, administrative adjustments may be made in the fund because
of changes in the composition of the S&P 500 Index, but such changes should be
infrequent. The fund will attempt to achieve a correlation between the
performance of its portfolio and that of the S&P 500 Index of at least 0.95,
without taking into account expenses. A correlation

                                                                               8

<PAGE>   82

of 1.00 would indicate perfect correlation, which would be achieved when the
fund's net asset value, including the value of its dividend and capital gains
distributions, increases or decreases in exact proportion to changes in the S&P
500 Index.

The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity
and stability of principal. The fund intends to comply with the regulations of
the Securities and Exchange Commission applicable to money market funds using
the amortized cost method for calculating net asset value. These regulations
impose certain quality, maturity and diversification restraints on investments
by the fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days
or less.

The One Group(R) Disciplined Value Fund

The One Group(R) Disciplined Value Fund seeks capital appreciation with the
secondary goal of achieving current income by investing primarily in equity
securities. The fund will invest in equity securities with below-market average
price-to-earnings and price-to-book value ratios. The issuer's soundness and
earnings prospects will also be considered. Although capital appreciation is
the primary purpose for investing in the security, all common stocks must be
paying a current dividend to shareholders to be eligible for purchase. While
the Adviser may sell fund securities in its discretion at any time, it is
unlikely to move toward elimination of the fund's holdings of a stock when the
Adviser determines that there is a fundamental change that impairs a company's
ability to pay dividends, or if the company's 12-month earnings per share
comparison is declining.

The fund will, under normal conditions, invest at least 80% of the value of its
total assets in equity securities consisting of common stocks and debt
securities and preferred stocks that are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Limited Volatility Bond Fund

The One Group(R) Limited Volatility Bond Fund seeks current income consistent
with preservation of capital through investment in high and medium-grade
fixed-income securities. The fund will normally invest at least 80% of total
assets in debt securities of all types with short to intermediate maturities.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between one and five years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one nationally recognized statistical rating
organization ("NRSRO") at the time of investment, or, if unrated, determined by
the Adviser to be of comparable quality. In addition, at least 65% of total
assets will consist of obligations issued by the U.S. government or its
agencies and instrumentalities, some of which may be subject to repurchase
agreements.  The fund also may purchase taxable or tax-exempt municipal
securities. Up to 20% of the fund's total assets may be invested in preferred
stocks.

The One Group(R) Intermediate Bond Fund

The One Group(R) Intermediate Bond Fund seeks current income consistent with
the preservation of capital through investments in high and medium-grade
fixed-income securities with intermediate maturities. The fund will normally
invest at least 80% of total assets in debt securities of all types. Under
normal market conditions, it is anticipated that the fund's average weighted
maturity will range between three and ten years. At least 65% of the fund's
total assets will consist of bonds rated in one of the three highest rating
categories by at least one NRSRO at the time of investment, or, if unrated,
determined by the Adviser to be of comparable quality. However, the Adviser
reserves the right to invest in more speculative debt securities if they
present attractive opportunities and are rated in the fourth highest rating
category by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. In addition, at least
50% of total assets will consist of obligations issued by the U.S. government
or its agencies and instrumentalities, some of which may be subject to
repurchase agreements. The fund may also purchase taxable and tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Income Bond Fund

The One Group(R) Income Bond Fund seeks current income by investing in a
portfolio of high and medium-grade fixed-income securities. The fund will
normally invest at least 80% of total assets in debt securities of all types.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between five and fifteen years. At least 65% of
the fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one NRSRO at the time of investment, or, if
unrated, determined by the Adviser to be of comparable quality. However, the
Adviser reserves the right to invest in more speculative debt securities if
they present attractive opportunities and are rated in the fourth highest
rating category by at least one

                                                                               9

<PAGE>   83



NRSRO at the time of investment or, if unrated, determined by the Adviser to be
of comparable quality. The fund may also purchase taxable or tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Government Bond Fund

The One Group(R) Government Bond Fund seeks a high level of current income with
liquidity and safety of principal. The fund seeks to achieve its objective
principally through investment in securities issued by the U.S. government and
its agencies and instrumentalities. At least 65% of the total assets of the
fund will be invested in obligations guaranteed as to principal and interest by
the U.S. government or its agencies and instrumentalities, some of which may be
subject to repurchase agreements, and other securities representing an interest
in or collateralized by mortgages that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The balance of the fund's assets
may be invested in debt securities and taxable or tax-exempt municipal
securities. The average weighted remaining maturity of the fund is expected to
be between three and fifteen years.

The One Group(R) Ultra Short-Term Income Fund

The One Group(R) Ultra Short-Term Income Fund seeks a high level of current
income consistent with low volatility of principal by investing in a
diversified portfolio of short-term investment grade securities. The fund will
normally invest at least 80% of its total assets in debt securities of all
types, including money market instruments. In addition, up to 20% of the fund's
total assets may be invested in other securities, including preferred stock.
The fund will invest in adjustable rate mortgage pass-through securities and
other securities representing an interest in or collateralized by mortgages
with periodic interest rate resets, some of which may be subject to repurchase
agreements. These securities often are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the fund also may
purchase mortgage-backed securities that are issued by non-governmental
entities. Such securities may or may not have private insurer guarantees as to
timely payments. The fund also may purchase mortgage and interest rate swaps
and interest rate floors and caps. The fund also may employ other investment
techniques to enhance returns, such as loans of fund securities, mortgage
dollar rolls, repurchase agreements, options contracts and reverse repurchase
agreements.

The Fund will maintain a maximum duration of approximately two years. Under
normal interest rate conditions, the Fund's actual duration is expected to be
in a range of approximately six months to one year.

RISK FACTORS

The investments of the Fund are concentrated in the Underlying Funds, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest in Underlying Funds which concentrate their assets
in certain industries. Under certain circumstances, this could result in the
Fund being concentrated in those industries. If this were to occur, the Adviser
would consider whether to maintain or change the Fund's investments in such
Underlying Funds.

Special Risks of Investing in Equity Funds

Changes in the value of an equity fund's portfolio securities will not affect
cash income, if any, derived from these securities but will affect the fund's
net asset value. Because equity funds invest primarily in equity securities,
which fluctuate in value, the funds' shares also will fluctuate in value. In
addition, certain investment management techniques that the funds may use, such
as the purchase and sale of futures, options and forward commitments, could
expose the funds to potentially greater risk of loss than more traditional
equity investments.

Special Risks of Investing in Fixed-Income Funds

The market value of a fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates.  Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of fixed-income securities will not affect cash
income derived from these securities but will affect the funds' net asset
value.


                                                                              10

<PAGE>   84



Special Risks of Investing in Index Funds

Because of the funds' investment objectives, securities may be purchased,
retained and sold by the funds when such transactions would not be consistent
with traditional investment criteria. Accordingly, an investor is exposed to a
greater risk of loss (and a correspondingly greater prospect of gain) from
fluctuations in the value of such securities than would be the case if the
funds were not fully invested in such securities. In addition, the Adviser may
eliminate one or more securities or elect not to increase the funds' position
in such securities notwithstanding the continued listing of such securities on
the relevant index in the following circumstances: (i) the stock is no longer
publicly traded; or (ii) an unexpected adverse development occurs with respect
to a company such as bankruptcy or insolvency. As a result of these risk
factors, the share price of an index fund is expected to be volatile, and
investors should be able to sustain sudden, sometimes substantial, fluctuations
in the value of their investment.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and
other factors affecting the profitability of companies. Therefore, the stock
price of smaller capitalization companies may be subject to greater price
fluctuations than that of larger, established companies. Due to these and other
risk factors, the price movement of the securities held by the funds may be
volatile and the net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage Related Securities

Some of the funds invest in mortgage-related securities, such as
mortgage-backed securities, adjustable rate mortgage loans ("ARMs"), fixed rate
mortgage loans, and mortgage dollar rolls. The investment characteristics of
mortgage-related securities differ from traditional debt securities. These
differences can result in significantly greater price and yield volatility than
is the case with traditional fixed-income securities. The major differences
typically include more frequent interest and principal payments, usually
monthly, the adjustability of interest rates, and the possibility that
prepayments of principal may be made at any time. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social, and other factors. During periods of declining interest
rates, prepayment rates can be expected to accelerate. Under certain interest
rate and prepayment rate scenarios, a fund may fail to recoup fully its
investment in mortgage-related securities notwithstanding a direct or indirect
governmental or agency guarantee. The funds intend to use hedging techniques to
control this risk. In general, changes in the rate of prepayments on a
mortgage-related security will change that security's market value and its
yield to maturity. When interest rates fall, high prepayments could force a
fund to reinvest principal at a time when investment opportunities are not
attractive. Thus, mortgage-related securities may not be an affective means for
a fund to lock in long-term interest rates. Conversely, during periods when
interest rates rise, slow prepayments could cause the average life of the
security to lengthen and the value to decline more than anticipated.


HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums may

                                                                              11

<PAGE>   85



be waived at the Distributor's discretion.  Investors may purchase up to a
maximum of $250,000 of Class B shares per individual purchase order.

CLASS A SHARES ARE OFFERED TO IRA ACCOUNT PARTICIPANTS AND OTHER LONG-TERM
INVESTORS. CLASS B SHARES ARE OFFERED TO INVESTORS IN CERTAIN RETIREMENT PLANS
SUCH AS 401(K) AND SIMILAR QUALIFIED PLANS. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and
any bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For
additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O.  Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.

The One Group(R)Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund is determined by dividing the total market value of the Fund's
investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of

                                                                              12

<PAGE>   86



4:00 p.m., eastern time, on each Business Day. For a further discussion of the
calculation of net asset value, see the Statement of Additional Information.
Shares may also be issued in transactions involving the acquisition by the Fund
of securities held by collective investment funds sponsored and administered by
affiliates of the Adviser. Purchases will be made in full and fractional shares
of the Fund calculated to three decimal places. Although the methodology and
procedures are identical, the net asset value per share of classes within the
Fund may differ because the distribution expenses charged to Class A shares and
Class B shares are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants
and Class B shares that are offered to investors in certain retirement plans
such as 401(k) and similar plans, other than Individual Retirement Accounts,
will normally be held in the name of the Shareholder Servicing Agent effecting
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by
a Shareholder Servicing Agent, should contact the Shareholder Servicing Agent
to accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------           --------------           --------------
<S>                                             <C>                      <C>                      <C>
less than $100,000                              4.50%                    4.71%                    4.05%
$100,000 but less than $250,000                 3.50%                    3.53%                    3.05%
$250,000 but less than $500,000                 2.50%                    2.36%                    2.05%
$500,000 but less than $1,000,000               2.00%                    2.04%                    1.60%
$1,000,000 or more                              0.00%                    0.00%                    0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund for sales of $1 million to
$5 million, and 0.50% for sales over $5 million. A Shareholder who purchases $1
million or more of Class A shares and is not assessed a sales charge the time
of purchase, will be assessed a sales charge equivalent to 1% of the purchase
price if such Shareholder redeems any or all of the Class A shares prior to the
first anniversary of purchase. Under certain circumstances, commissions up to
the amount of the entire sales charge will be reallowed to financial
institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.


                                                                              13

<PAGE>   87



RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the
bank or broker-dealer has an agreement with the Distributor; (x) directly
purchased with the proceeds of a distribution on a bond for which a BANC ONE
CORPORATION affiliate bank or trust company is the Trustee or Paying Agent; or
(xi) purchased in connection with plans of reorganization of the Fund, such as
mergers, asset acquisitions and exchange offers to which the Fund is a party.

                                                                              14

<PAGE>   88



An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). This ongoing fee will cause Class B shares to
have a higher expense ratio and to pay lower dividends than Class A shares.
Class B shares convert automatically to Class A shares after eight years,
commencing from the end of the calendar month in which the purchase order was
accepted under the circumstances and subject to the qualifications described in
this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 4.00% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.
<TABLE>
<CAPTION>
                                                 CONTINGENT DEFERRED
                                                  SALES CHARGE AS A
          YEAR(S)                                   PERCENTAGE OF
          SINCE                                     DOLLAR AMOUNT
          PURCHASE                                SUBJECT TO CHARGE
          --------                               -------------------
          <S>                                       <C>
          0-1                                       5.00%
          1-2                                       4.00%
          2-3                                       3.00%
          3-4                                       3.00%
          4-5                                       2.00%
          5-6                                       1.00%
          6-7                                       None
          7-8                                       None
</TABLE>


In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first)

                                                                              15

<PAGE>   89



or shares representing capital appreciation, next of shares acquired pursuant
to reinvestment of dividends and capital gain distributions, and finally of
other shares held by the Shareholder for the longest period of time. This
method should result in the lowest possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other

                                                                              16

<PAGE>   90



Circumstances").  The exchange of Fiduciary Class shares for Class A shares
also will require payment of the sales charge unless the sales charge is
waived, as provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable contingent
deferred sales charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O.  Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.


                                                                              17

<PAGE>   91



BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of
additional Class A or Class B shares while the Systematic Withdrawal Plan is in
effect are generally undesirable because a sales charge is incurred whenever
purchases are made.

Pursuant to the Systematic Withdrawal Plan, Class B shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date the redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares.  The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or

                                                                              18

<PAGE>   92



guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or by any
other governmental agency or government sponsored agency of the Federal
government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
is proportionate share of investment advisory fees paid by those funds. The
Underlying Funds pay the Adviser an advisory fee at the following rates:

<TABLE>
         <S>                                                            <C>
         The One Group(R) Prime Money Market Fund                       .27%
         The One Group(R) Limited Volatility Bond Fund                  .30%
         The One Group(R) Intermediate Bond Fund                        .30%
         The One Group(R) Income Bond Fund                              .40%
         The One Group(R) Government Bond Fund                          .45%
         The One Group(R) Ultra Short-Term Income Fund                  .40%
         The One Group(R) Disciplined Value Fund                        .74%
         The One Group(R) International Equity Index Fund               .55%
         The One Group(R) Large Company Growth Fund                     .74%
         The One Group(R) Large Company Value Fund                      .74%
         The One Group(R) Growth Opportunities Fund                     .74%
         The One Group(R) Value Growth Fund                             .65%
         The One Group(R) Gulf South Growth Fund                        .65%
         The One Group(R) Income Equity Fund                            .74%
         The One Group(R) Equity Index Fund                             .10%
</TABLE>

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distributor and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (i) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B

                                                                              19

<PAGE>   93



distribution and Shareholder services plan (the "Class B Plan") at an annual
rate of 1.00% of the Fund's average daily net assets, which includes
Shareholder servicing fees of .25% of the Fund's average daily net assets.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion, and .05%
of the Fund's average daily net assets when Fund assets exceed $1 billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P.  serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state

                                                                              20

<PAGE>   94



securities laws, pricing, insurance expenses, litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organizational expenses.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at the net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Feature."

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

                                                                              21

<PAGE>   95



The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate for the Fund will not exceed 180%. Higher portfolio turnover rates will
likely result in higher transaction costs to the Fund and may result in
additional tax consequences to the Fund's Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, and securities issued by
regulated investment companies, and if consistent with the Fund's investment
objective and policies, repurchase agreements involving such securities) if as
a result more than 25% of the total assets of the Fund would be invested in the
securities of such issuer. This restriction applies to 50% of the Fund's total
assets. With respect to the remaining 50% of its total assets, the Fund may not
purchase the securities of any issuer if as a result more than 5% of the total
assets of the Fund would be invested in the securities of such issuer.  For
purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would
be considered the issuer.

2. Purchase any securities that would cause more than 25% of the total assets of
the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for investments
in funds of the One Group(R), provided that this limitation does not apply
to investments in obligations issued or guaranteed by the U.S. government or its
agencies and instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation (i) utilities will be divided
according to their services (for example, gas, gas transmission, electric and
telephone will each be considered a separate industry); and (ii) wholly-owned
finance companies will be considered to be in the industries of their parents if
their activities are primarily related to financing the activities of their
parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
As described above in "Investment Policies of the Fund - Permissible
Investments," the Fund may also invest directly in certain of the following
instruments for temporary defensive purposes. Additional investment limitations
are set forth in the Statement of Additional Information. For the investment
limitations of the Underlying Funds, see the applicable prospectuses.


                                                                              22

<PAGE>   96



DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Policies of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary defensive purposes. For a more detailed
description, see the Statement of Additional Information or the prospectuses of
the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts include
Treasury Receipts ("TRS"), Treasury Investment Growth Receipts ("TIGRS"), and
Certificates of Accrual on Treasury Securities ("CATS").

CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDs") are negotiable
interest bearing instruments with a specific maturity. CDs are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank.  Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase

                                                                              23

<PAGE>   97
agreement. Collateral must be maintained at a value at least equal to 100% of
the repurchase price. The funds bear a risk of loss in the event the other
party defaults on its obligations and the funds are delayed or prevented from
their right to dispose of the collateral securities or if the funds realize a
loss on the sale of the collateral securities.

REVERSE REPURCHASE AGREEMENTS - The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.

DEMAND FEATURES - The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the funds. The purpose
of engaging in transactions involving puts is to maintain flexibility and
liquidity to permit the funds to meet redemption requests and remain as fully
invested as possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk. Under certain interest rate and prepayment rate scenarios, the
funds may fail to recoup fully their investment in asset-backed securities.
Asset-backed securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS - The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the funds make cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the funds on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The funds will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New
York Shares. There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRs.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by non-governmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest
in mortgage-backed securities issued by non-government entities, which consist
of Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the average life or realized yield of a
particular issue of pass-through certificates. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. When the mortgage obligations are prepaid, the
funds may have to reinvest in securities with a lower yield. Moreover,
prepayment of mortgages which underlie securities purchased at a premium could
result in capital losses.

                                                                              24

<PAGE>   98
STRIPPED MORTGAGE-BACKED SECURITIES--The funds may, to enhance revenues or
hedge against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multi-class mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool
of mortgage assets. A common type of SMBS will have one class receiving all of
the interest from the mortgage assets ("IOs"), while the other class will
receive all of the principal ("POs"). If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the funds may
fail to fully recoup their initial investment in these securities. Although the
market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the funds'
limitations on investments in illiquid securities. The market value of the
class consisting entirely of principal payments generally is unusually volatile
in response to changes in interest rates.

MORTGAGE DOLLAR ROLLS--The funds may enter into mortgage "dollar rolls" in
which the funds sell securities for delivery in the current month and
simultaneously contract with the same counterparty to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The funds benefit to the extent of any difference between the price
received for the securities sold and the lower forward price for the future
purchase (often referred to as the "drop") or fee income plus the interest
earned on the cash proceeds of the securities sold until the settlement date of
the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the funds compared
with what such performance would have been without the use of mortgage dollar
rolls.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The funds may
invest in fixed rate mortgage loans that are privately issued and are not
issued or guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may
lend up to 33% of the securities in which they are invested pursuant to
agreements requiring that the loan be continuously secured by cash, securities
of the U.S.  government or its agencies, shares of an investment trust or
mutual fund or any combination of cash and such securities as collateral equal
at all times to at least 100% of the market value plus accrued interest on the
securities lent. The funds will continue to receive interest on the securities
lent while simultaneously seeking to earn interest on the investment of cash
collateral in U.S. government securities, shares of an investment trust or
mutual fund, or other short-term, highly liquid investments. Collateral is
marked to market daily to provide a level of collateral at least equal to the
market value of the securities lent. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially. However, loans will only be made to borrowers
deemed by the Adviser to be of good standing under guidelines established by
the Trust's Board of Trustees and when, in the judgment of the Adviser, the
consideration which can be earned currently from such securities loans
justifies the attendant risk. The funds will enter into loan arrangements only
with counterparties which the Adviser has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the funds or the borrower at any time, and are therefore, not
considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling
on interest rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The
funds may purchase securities on a when-issued basis when deemed by the Adviser
to present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. When the Adviser purchases a
when-issued security, the Custodian will set aside cash or liquid securities to
satisfy the purchase commitment. The funds generally will not pay for such
securities or earn interest on them until received. In a forward commitment
transaction, the funds contract to purchase securities for a fixed price at a
future date beyond customary settlement time. The funds are required to hold
and maintain in a segregated account until the settlement date, cash, U.S.
government securities or liquid high-grade debt obligations in an amount
sufficient to meet the purchase price. Alternatively, the funds may enter into
offsetting contracts for the forward sale of other securities that they own.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased declines
prior to the settlement date.
                                                                              25

<PAGE>   99



OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. There are
risks associated with options transactions, including the following: (i) the
success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
funds and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the funds will receive a premium when they
write covered call options, they may not participate fully in a rise in the
market value of the underlying security. It is expected that the funds will
only engage in option transactions with respect to permitted investments and
related indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC") if, to the extent that such futures and options are
not for "bona fide hedging purposes" (as defined by the CFTC), the aggregate
initial margin and premiums on such positions (excluding the amount by which
options are in the money) do not exceed 5% of the funds' total assets at
current value. Options and futures can be volatile instruments, and involve
certain risks. If the Adviser applies a hedge at an inappropriate time or
judges interest rates incorrectly, options and futures strategies may lower a
fund's return. The funds could also experience losses if the prices of their
options and futures positions were poorly correlated with their other
instruments, or if they could not close out their positions because of an
illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter
into swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate
swap, a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate
payments.  Currency swaps involve the exchange of respective rights to make or
receive payments in specified currencies. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be
developed to the extent consistent with their investment objective, policies
and restrictions and the regulatory requirements applicable to investment
companies.  These various products may be used to adjust the risk and return
characteristics of the funds' portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates, commodity
prices, or other factors that affect security values, regardless of the
issuer's credit risk. If market conditions do not perform consistent with
expectations, the performance of the funds would be less favorable than it
would have been if these products were not used. In addition, losses may occur
if counterparties involved in transactions do not perform as promised. These
products may expose the funds to potentially greater return as well as
potentially greater risk of loss than more traditional fixed-income
investments.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are
indexed to certain specific foreign currency exchange rates, interest rates, or
one or more other reference indices. Structured instruments frequently are
assembled in the form of medium-term notes, but a variety of forms are
available. Structured instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counterparty default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).


                                                                              26

<PAGE>   100



MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.


DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong

                                                                              27

<PAGE>   101
capacity for timely repayment, although such capacity may be susceptible to
adverse changes in business, economic or financial conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.

Standard & Poor's Rating Services

Investment Grade
- ----------------

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher categories.

Non-Investment Grade
- --------------------

Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

Moody's Investor Service, Inc.

Investment Grade
- ----------------

Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is

                                                                              28
<PAGE>   102

secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues. Bonds rated Aa by Moody's are judged by Moody's
to be of high quality by all standards. Together with bonds rated Aaa, they
comprise what are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present that make the long-term risks appear
somewhat larger than in Aaa securities. Bonds that are rated A possess many
favorable investment attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.

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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------
Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

- - Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

- - Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MISCELLANEOUS

PERFORMANCE

From time to time, the Funds may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Funds refers to
the annualized income generated by an investment in the Funds over a specified
30-day period. The yield is calculated by assuming that the income generated by
the

                                                                              29

<PAGE>   103



investment during that period is generated over a one-year period and is shown
as a percentage of the investment.

Total return is the change in value of an investment in the Funds over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Funds. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Funds in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax

                                                                              30

<PAGE>   104



advisers for a more complete explanation of the Federal tax consequences, and
for an explanation of the state, local and (if applicable) foreign tax
consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.



                                                                              31

<PAGE>   105





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              32

<PAGE>   106





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              33

<PAGE>   107





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              34

<PAGE>   108


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C.  20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215

TOG-F-119


                                                                              35
<PAGE>   109
The One Group(R) Investor Growth & Income Fund
                                                                      PROSPECTUS

Investment Adviser:   BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Growth & Income Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INVESTOR GROWTH & INCOME FUND (THE "FUND") SEEKS LONG-TERM
CAPITAL APPRECIATION AND GROWTH OF INCOME BY INVESTING PRIMARILY IN A
DIVERSIFIED GROUP OF ONE GROUP MUTUAL FUNDS WHICH INVEST PRIMARILY IN EQUITY
SECURITIES.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term
investors.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996




<PAGE>   110



TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                       <C>
SUMMARY                                                                                                   3
ABOUT THE FUND                                                                                            4
 Expense Summary                                                                                          4
 The Fund                                                                                                 5
 Investment Objective                                                                                     6
 Investment Policies                                                                                      6
HOW TO DO BUSINESS WITH THE ONE GROUP(R)                                                                  11
  How to Invest in The One Group(R)                                                                       11
  Alternative Sales Arrangements                                                                          15
  Exchanges                                                                                               16
  Redemptions                                                                                             17
FUND MANAGEMENT                                                                                           18
  The Adviser                                                                                             18
  The Distributor                                                                                         19
  The Administrator                                                                                       20
  The Transfer Agent and Custodian                                                                        20
  Counsel and Independent Accountants                                                                     20
OTHER INFORMATION                                                                                         21
  The Trust                                                                                               21
  Other Investment Policies                                                                               22
  Description of Permitted Investments                                                                    23
  Description of Ratings                                                                                  27
  Miscellaneous                                                                                           29
  Performance                                                                                             29
  Taxes                                                                                                   30
</TABLE>




<PAGE>   111



SUMMARY

THE ONE GROUP(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Investor Growth & Income
Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks long-term capital appreciation
and growth of income by investing primarily in a diversified group of One Group
mutual funds which invest primarily in equity securities. See "Investment
Objective." Shares of the Fund are available to tax advantaged retirement
accounts and other persons investing for long-term investment purposes. The
Fund should not be used for short-term trading purposes. There is no assurance
that the Fund will achieve its investment objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
60% to 80% of its assets in Underlying Funds which invest primarily in equity
securities, 20% to 40% in Underlying Funds which invest primarily in
fixed-income securities, and up to 10% in Money Market Funds. The Fund will
normally allocate its assets among the Underlying Funds according to the
Adviser's outlook for the economy, financial markets and relative market
valuation of the Underlying Funds. The Adviser may vary the allocation within
the above ranges. There is no assurance that the Fund will achieve its stated
objective.

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
                           UNDERLYING FUND                              TYPE OF INVESTMENTS
         ---------------------------------------------                  -------------------
         <S>                                                            <C>
         The One Group(R) Prime Money Market Fund                       Money Market
         The One Group(R) Limited Volatility Bond Fund                  Fixed Income
         The One Group(R) Intermediate Bond Fund                        Fixed Income
         The One Group(R) Income Bond Fund                              Fixed Income
         The One Group(R) Government Bond Fund                          Fixed Income
         The One Group(R) Ultra Short-Term Income Fund                  Fixed Income
         The One Group(R) Disciplined Value Fund                        Equity
         The One Group(R) International Equity Index Fund               Equity
         The One Group(R) Large Company Growth Fund                     Equity
         The One Group(R) Large Company Value Fund                      Equity
         The One Group(R) Growth Opportunities Fund                     Equity
         The One Group(R) Value Growth Fund                             Equity
         The One Group(R) Gulf South Growth Fund                        Equity
         The One Group(R) Income Equity Fund                            Equity
         The One Group(R) Equity Index Fund                             Equity
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets
and the value of the Underlying Funds in which it invests. The Fund's
investment return is diversified by its investment in the Underlying Funds
which invest in growth and income stocks, foreign securities, debt securities,
and cash and cash equivalents. See page 6 for a complete description of the
Underlying Funds and page 23 for other investment policies.

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee.  Bank One Trust Company, N.A.  serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."


                                                                               3

<PAGE>   112
WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."


ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) INVESTOR GROWTH & INCOME FUND

<TABLE>
<CAPTION>
                                                                                                      FIDUCIARY
                                                                    CLASS A          CLASS B            CLASS
                                                                    -------          -------          ---------
<S>                                                                  <C>              <C>                <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                            4.50%             None              None
  (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge (2)                          None            5.00%              None
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                        None             None              None
Redemption Fees                                                       None             None              None
Exchange Fees                                                         None             None              None
ANNUAL OPERATING EXPENSES
  (as a percentage of average daily net assets)
Investment Advisory Fees                                              .05%               .05%             .05%
12b-1 Fees (after fee waiver)(3)                                      .25%             1.00%             None
Other Expenses                                                        .32%               .32%            .32%
TOTAL OPERATING EXPENSES(4)                                           .62%             1.37%             .37%
</TABLE>

(1)  A person who purchases shares through an account with a financial
     institution or broker/dealer may be charged separate transaction fees by
     the financial institution or broker/dealer. In addition, a wire redemption
     charge, currently $7.00, is deducted from the amount of a wire redemption
     payment made at the request of a Shareholder.

(2)  A person who purchases $1 million or more of Class A shares and is not
     assessed a sales charge at the time of purchase, will be assessed a sales
     charge equivalent to 1% of the purchase price if the purchaser redeems any
     or all Class A shares prior to the first anniversary of purchase.

(3)  Absent the voluntary waiver of fees under the Trust's Distribution and
     Shareholder Services Plan, 12b-1 fees (as a percentage of average daily
     net assets) would be .35% for Class A. The 12b-1 fees include a
     Shareholder servicing fee of .25% of average daily net assets of the
     Fund's Class B shares and may include a Shareholder servicing fee of .25%
     of the average daily net assets of the Fund's Class A shares. See "The
     Distributor".

(4)  Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
     Class A shares would be .72%. 

The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds, and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on the
current Underlying Fund prospectus). Certain of these expense ratios may
include a voluntary reduction of investment advisory fees.

<TABLE>
<CAPTION>
                                                                               
                                                                               
Name of Underlying Fund                             Expense Ratio              
- -----------------------                             -------------              
<S>                                                    <C>                     
The One Group(R)Prime Money Market Fund                .47%                    
The One Group(R)Limited Volatility Bond Fund           .55%                             
The One Group(R)Intermediate Bond Fund                 .62%                             
</TABLE>

                                                                               4

<PAGE>   113


<TABLE>
<S>                                                    <C>
The One Group(R) Income Bond Fund                       .64%
The One Group(R) Government Bond Fund                   .71%
The One Group(R) Ultra Short-Term Income Fund           .70%
The One Group(R) Disciplined Value Fund                 .99%
The One Group(R) International Equity Index Fund       1.22%
The One Group(R) Large Company Growth Fund              .98%
The One Group(R) Large Company Value Fund              1.00%
The One Group(R) Growth Opportunities Fund             1.06%
The One Group(R) Value Growth Fund                      .96%
The One Group(R) Gulf South Growth Fund                 .97%
The One Group(R) Income Equity Fund                    1.05%
The One Group(R) Equity Index Fund                      .31%
</TABLE>

After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for Class A
shares is 1.46%, for Class B shares is 2.21% and for Fiduciary shares Class is
1.21%.



On the basis of these estimated expenses, the following example illustrates the
expenses an investor would pay on a $1,000 investment in Class A and Fiduciary
Class shares of the Fund, assuming: (1) imposition of the maximum sales charge
for Class A shares; (2) 5% annual return; and (3) redemption at the end of each
time period.

<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                    <C>             <C>              <C>             <C>
Class A                                                 $59             $89              $121            $212
Fiduciary Class                                         $12             $38               $66            $147
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Class A                                                 $61             $94              $130            $231   
Fiduciary Class                                         $13             $41               $71            $156
</TABLE>

On the basis of the estimated expenses above, the following example
illustrates the expenses an investor would pay on a $1,000 investment in Class
B shares, assuming: (1) deduction of the applicable maximum Contingent Deferred
Sales Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Assuming a complete redemption at end of period         $72             $99              $138            $235
Assuming no redemption                                  $22             $69              $118            $235
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Assuming a complete redemption at end of the period     $73             $102             $143            $246
Assuming no redemption                                  $23              $72             $123            $246
</TABLE>


Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the "10 Years" examples above reflect the effect of such conversion.



THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

THE FUND

The One Group(R) Investor Growth & Income Fund ( the "Fund") is part of The One
Group(R) (the "Trust"), which is an open-end management investment company that
offers shares in 39 separate funds and different classes of certain of the
funds. The Trust was organized as a Massachusetts Business Trust on May 23,
1985. This Prospectus relates to Class A, Class B, and Fiduciary Class shares
of The One Group(R) Investor Growth & Income Fund. Each class of shares
provides for variations in distribution costs, voting rights, dividends and per
share net asset value pursuant to a multiple class plan (the "Multiple Class
Plan") adopted by the Board of Trustees of the Trust. Except for these
differences between classes, each share of the Fund represents an undivided,
proportionate interest in the Fund. The Fund is a non-diversified mutual fund
because it invests in the securities of a limited number of Underlying Funds.
However, the Underlying Funds are diversified investment companies. The
Information regarding the Trust's other funds and their classes is contained in
separate prospectuses which may be obtained from the Trust's Distributor, The
One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH 43219, or by
calling 1-800-480-4111.



                                                                               5

<PAGE>   114



INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation and growth of income by investing
primarily in a diversified group of One Group mutual funds which invest
primarily in equity securities.

The investment objective of the Fund is fundamental and may not be changed
without a vote of a majority of the holders of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.

INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 60% to 80% of its assets in nine Underlying Funds of The
One Group which invest primarily in equity securities, 20% to 40% of its assets
in five Underlying Funds of The One Group which invest primarily in fixed
income securities, and up to 10% of its assets in one money market fund of The
One Group. The Fund will invest its assets in the Underlying Funds, within the
ranges indicated below.

<TABLE>
<CAPTION>
                                                              Investment Range
               Investor Growth and Income Fund            (Percent of Fund Assets)
         --------------------------------------------     ------------------------
         <S>                                                       <C>
         The One Group(R) Prime Money Market Fund                  0 - 10%
         The One Group(R) Limited Volatility Bond Fund             0 - 30%
         The One Group(R) Intermediate Bond Fund                   0 - 30%
         The One Group(R) Income Bond Fund                         0 - 30%
         The One Group(R) Government Bond Fund                     0 - 30%
         The One Group(R) Ultra Short-Term Income Fund             0 - 30%
         The One Group(R) Disciplined Value Fund                   0 - 30%
         The One Group(R) International Equity Index Fund          0 - 30%
         The One Group(R) Large Company Growth Fund                0 - 50%
         The One Group(R) Large Company Value Fund                 0 - 60%
         The One Group(R) Growth Opportunities Fund                0 - 30%
         The One Group(R) Value Growth Fund                        0 - 60%
         The One Group(R) Gulf South Growth Fund                   0 - 30%
         The One Group(R) Income Equity Fund                       0 - 60%
         The One Group(R) Equity Index Fund                        0 - 60%
</TABLE>


The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table above.

The Fund and the Underlying Funds are permitted for temporary defensive
purposes to invest up to 100% of their assets in short-term fixed income
securities. Such securities include obligations of the U.S. Government and its
agencies and instrumentalities; commercial paper, bank certificates of deposit,
repurchase agreements, bankers acceptances, variable amount master demand notes
and bank money market deposit accounts. The Fund and the Underlying Funds may
also hold cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary
defensive position, they will not be pursuing their investment objective.

DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of
the Underlying Funds. Additional investment practices are described in
"Investment Policies of the Underlying Funds," the Statement of Additional
Information and the prospectus for each of the Underlying Funds.



                                                                               6

<PAGE>   115



The One Group(R) International Equity Index Fund

The One Group(R) International Equity Index Fund is an equity fund. The
objective of the fund is to provide investment results that correspond to the
aggregate price and dividend performance of the securities in the Gross
Domestic Product Weighted Morgan Stanley Capital International Europe,
Australia and Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP Index").(1)
Under normal conditions, the fund will invest substantially all of its assets
in foreign securities and at least 65% of the value of its total assets in
foreign equity securities, consisting of common stocks (including sponsored and
unsponsored American Depository Receipts ("ADRs")) and preferred stocks,
securities convertible into common stocks (only if they are listed on
registered exchanges or actively traded in the over-the-counter market),
warrants and depository receipts for such securities of issuers located in at
least three different countries. In attempting to duplicate the capital
performance and dividend income of the MSCI EAFE GDP Index, the fund will
normally invest in the stocks which comprise the Index and secondarily in stock
index futures. It is expected that cash reserve items normally will not exceed
10% of the fund's net assets.  The fund may invest up to 10% of its net assets
in securities of emerging international markets such as Mexico, Brazil and
Chile. A substantial portion of the fund's assets will be denominated in
foreign currencies.

The One Group(R) Large Company Growth Fund

The One Group(R) Large Company Growth Fund seeks long-term capital appreciation
and growth of income by investing primarily in equity securities. To achieve
its objective, the fund will, under normal market conditions, invest
substantially all, but in no event less than 65%, of the value of its total
assets in equity securities consisting of common stocks, warrants and any
rights to purchase common stocks. The weighted average capitalization of the
companies in which the fund invests will under normal market conditions always
be in excess of the market median capitalization of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index").(2) The fund may invest the
remainder of its assets in any combination of nonconvertible fixed income
securities, repurchase agreements, options and futures contracts.

The One Group(R) Large Company Value Fund

The One Group(R) Large Company Value Fund is an equity fund that seeks capital
appreciation with the incidental goal of achieving current income by investing
primarily in equity securities. The fund will invest in equity securities of
companies that are believed to be selling below their long-term intrinsic
investment values. Companies held will typically be large capitalization
issuers with current price/earnings and/or price/book ratios which are lower
than that of the general market as measured by the S&P 500 Index. In addition,
the fund may invest in stock of companies which have been analyzed to have
breakup values well in excess of current market values or which have uniquely
undervalued corporate assets. The general approach to purchasing stocks will
emphasize individual security selection. Macroeconomic data and industry profit
forecasts will be utilized to gauge the best sectors of the economy in which to
be positioned.

Under normal market conditions, the fund will invest at least 80% of the value
of its total assets in equity securities consisting of common stocks and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The remainder of the
fund's assets will be held in cash equivalents

The One Group(R) Growth Opportunities Fund

The One Group(R) Growth Opportunities Fund seeks growth of capital and,
secondarily, current income by investing primarily in equity securities. The
fund will invest in issues which are identified and selected based on the
potential to produce above-average earnings growth per share over a
one-to-three year period. It is expected that issuers will generally include
established companies with a history of above-average growth or companies that
are expected to enter periods of above-average growth, and smaller companies
which are positioned in emerging growth industries. The fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.
At least 80% of the value of the fund's total assets will, under normal
conditions, be invested in equity securities consisting of common stocks and
debt securities and preferred stocks that are convertible into common stocks.
The fund also may enter into options and futures transactions. The remainder of
the fund's assets will be held in cash equivalents.

- -------- 

(1)  "MSCI EAFE GDP Index" is a registered service mark of Morgan
     Stanley Capital International, which does not sponsor and is in no way
     affiliated with the fund.

(2)  "Standard & Poor's 500" is a registered trademark of Standard & Poor's
     Corporation, which does not sponsor and is in no way affiliated with the
     fund.
           
                                                                               7

<PAGE>   116



The One Group(R) Value Growth Fund

The One Group(R) Value Growth Fund seeks long-term capital growth and growth of
income while, as a secondary objective providing a moderate level of current
income. The fund pursues its objectives by investing primarily in a portfolio
of common stocks, debt securities, preferred stocks, convertible securities,
warrants, and other equity securities of companies that show the potential for
growth of earnings over time. Stock selection is guided by current valuation
relative to a stock's historical valuation and relative to the Adviser's
estimates of future growth of earnings and dividends. Accordingly, the Fund may
emphasize securities of companies that the Adviser believes are overlooked or
undervalued by investors, which fact should contribute to an increase in the
market value of the security over time.

The fund will ordinarily invest at least 65% of the value of its total assets
in securities with the characteristics described above. Although the fund
intends to invest all of its assets in such securities, up to 35% of its total
assets may be held in cash or invested in U.S. Government Securities, other
investment grade fixed-income securities and cash equivalents.

The One Group(R) Gulf South Growth Fund

The One Group(R) Gulf South Growth Fund seeks long-term capital growth by
investing in a portfolio of equity securities of small-capitalization ,
emerging growth and medium capitalization companies, which are either
headquartered in or whose primary market is in the southeastern region of the
United States. The fund invests primarily in a portfolio of common stocks, debt
securities, preferred stocks, convertible securities, warrants and other equity
securities of such companies. The Adviser anticipates that the fund's portfolio
will normally consist of securities of approximately twenty-five to sixty
emerging growth companies from Virginia, North Carolina, South Carolina,
Florida, Georgia, Tennessee, Alabama, Mississippi, Arkansas, Louisiana,
Kentucky and Texas. It is expected that companies selected would generally have
market capitalizations ranging from $50,000,000 to $2,000,000,000, although the
fund may occasionally hold securities of companies whose market capitalizations
are considerably larger if doing so contributes to the fund's investment
objective.

The fund will normally invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents, when the Adviser's
assessment of the attractiveness of the entire stock market and individual
market sectors changes.

Because the fund is non-diversified, its share price may be subject to greater
fluctuations as a result of changes in an issuer's financial condition or the
market's assessment of an individual issuer. In addition, smaller, less
seasoned companies may be subject to greater business risk than larger,
established companies.

The One Group(R) Income Equity Fund

The One Group(R) Income Equity Fund seeks current income through regular
payment of dividends with the secondary goal of achieving capital appreciation
by investing primarily in equity securities. The fund will make investments in
an attempt to keep its yield above the S&P 500 Index. Achieving such a yield
will be the primary consideration in selecting securities. Investments will be
made in common stocks of corporations which regularly pay dividends, although
continued payment of dividends cannot be assured. The fund will invest
primarily in stocks with favorable, long-term fundamental characteristics, but
stocks of companies that are out of favor in the financial community may also
be purchased.

The fund will under normal conditions invest at least 80% of the value of its
total assets in equity securities consisting of common stocks, and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Equity Index Fund

The One Group(R) Equity Index Fund seeks investment results that correspond to
the aggregate price and dividend performance of the securities on the S&P 500
Index. The fund will, in attempting to duplicate the capital performance and
dividend income of the S&P 500 Index, normally invest in many of the stocks
which comprise the S&P 500 Index and secondarily in stock index futures. Cash
reserves will not normally exceed 10% of the fund's net assets.

The Adviser generally selects stocks for the fund in the order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks.
The percentage of the fund's assets to be invested in each stock is
approximately the same as the percentage it represents in the S&P 500 Index.
From time to time, administrative adjustments may be made in the fund because
of changes in the composition of the S&P 500 Index, but such changes should be
infrequent. The fund will attempt to achieve a correlation between the
performance of its portfolio and that of the S&P 500 Index of at least 0.95,
without taking into account expenses. A correlation

                                                                               8

<PAGE>   117



of 1.00 would indicate perfect correlation, which would be achieved when the
fund's net asset value, including the value of its dividend and capital gains
distributions, increases or decreases in exact proportion to changes in the S&P
500 Index.

The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity
and stability of principal. The fund intends to comply with the regulations of
the Securities and Exchange Commission applicable to money market funds using
the amortized cost method for calculating net asset value. These regulations
impose certain quality, maturity and diversification restraints on investments
by the fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days
or less.

The One Group(R) Disciplined Value Fund

The One Group(R) Disciplined Value Fund seeks capital appreciation with the
secondary goal of achieving current income by investing primarily in equity
securities. The fund will invest in equity securities with below-market average
price-to-earnings and price-to-book value ratios. The issuer's soundness and
earnings prospects will also be considered. Although capital appreciation is
the primary purpose for investing in the security, all common stocks must be
paying a current dividend to shareholders to be eligible for purchase. While
the Adviser may sell fund securities in its discretion at any time, it is
unlikely to move toward elimination of the fund's holdings of a stock when the
Adviser determines that there is a fundamental change that impairs a company's
ability to pay dividends, or if the company's 12-month earnings per share
comparison is declining.

The fund will, under normal conditions, invest at least 80% of the value of its
total assets in equity securities consisting of common stocks and debt
securities and preferred stocks that are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Limited Volatility Bond Fund

The One Group(R) Limited Volatility Bond Fund seeks current income consistent
with preservation of capital through investment in high and medium-grade
fixed-income securities. The fund will normally invest at least 80% of total
assets in debt securities of all types with short to intermediate maturities.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between one and five years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one nationally recognized statistical rating
organization ("NRSRO") at the time of investment, or, if unrated, determined by
the Adviser to be of comparable quality. In addition, at least 65% of total
assets will consist of obligations issued by the U.S. government or its
agencies and instrumentalities, some of which may be subject to repurchase
agreements.  The fund may also purchase taxable or tax-exempt municipal
securities. Up to 20% of the fund's total assets may be invested in preferred
stocks.

The One Group(R) Intermediate Bond Fund

The One Group(R) Intermediate Bond Fund seeks current income consistent with
the preservation of capital through investments in high and medium-grade
fixed-income securities with intermediate maturities. The fund will normally
invest at least 80% of total assets in debt securities of all types. Under
normal market conditions, it is anticipated that the fund's average weighted
maturity will range between three and ten years. At least 65% of the fund's
total assets will consist of bonds rated in one of the three highest rating
categories by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. However, the Adviser
reserves the right to invest in more speculative debt securities if they
present attractive opportunities and are rated in the fourth highest rating
category by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. In addition, at least
50% of total assets will consist of obligations issued by the U.S. government
or its agencies and instrumentalities, some of which may be subject to
repurchase agreements. The fund may also purchase taxable or tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Income Bond Fund

The One Group(R) Income Bond Fund seeks current income by investing in a
portfolio of high and medium-grade fixed-income securities. The fund will
normally invest at least 80% of total assets in debt securities of all types.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between five and fifteen years. At least 65% of
the fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one NRSRO at the time of investment or, if
unrated, determined by the Adviser to be of comparable quality. However, the
Adviser reserves the right to invest in more speculative debt securities if
they present attractive opportunities and are rated in the fourth highest
rating category by at least one

                                                                               9

<PAGE>   118



NRSRO at the time of investment or, if unrated, determined by the Adviser to be
of comparable quality. The fund may also purchase taxable or tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Government Bond Fund

The One Group(R) Government Bond Fund seeks a high level of current income with
liquidity and safety of principal. The fund seeks to achieve its objective
principally through investment in securities issued by the U.S. government and
its agencies and instrumentalities. At least 65% of the total assets of the
fund will be invested in obligations guaranteed as to principal and interest by
the U.S. Government or its agencies and instrumentalities, some of which may be
subject to repurchase agreements, and other securities representing an interest
in or collateralized by mortgages that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The balance of the fund's assets
may be invested in debt securities and taxable or tax-exempt municipal
securities. The average weighted remaining maturity of the fund is expected to
be between three and fifteen years.

The One Group(R) Ultra Short-Term Income Fund

The One Group(R) Ultra Short-Term Income Fund seeks a high level of current
income consistent with low volatility of principal by investing in a
diversified portfolio of short-term investment grade securities. The fund will
normally invest at least 80% of its total assets in debt securities of all
types, including money market instruments. In addition, up to 20% of the fund's
total assets may be invested in other securities, including preferred stock.
The fund will invest in adjustable rate mortgage pass-through securities and
other securities representing an interest in or collateralized by mortgages
with periodic interest rate resets, some of which may be subject to repurchase
agreements. These securities often are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the fund also may
purchase mortgage-backed securities that are issued by non-governmental
entities. Such securities may or may not have private insurer guarantees as to
timely payments. The fund also may purchase mortgage and interest rate swaps
and interest rate floors and caps. The fund also may employ other investment
techniques to enhance returns, such as loans of fund securities, mortgage
dollar rolls, repurchase agreements, options contracts and reverse repurchase
agreements.

The Fund will maintain a maximum duration of approximately two years. Under
normal interest rate conditions, the Fund's actual duration is expected to be
in a range of approximately six months to one year.

RISK FACTORS

The investments of the Fund are concentrated in the Underlying Funds, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest in Underlying Funds which concentrate their assets
in certain industries. Under certain circumstances, this could result in the
Fund being concentrated in those industries. If this were to occur, the Adviser
would consider whether to maintain or change the Fund's investments in such
Underlying Funds.

Special Risks of Investing in Equity Funds

Changes in the value of an equity fund's portfolio securities will not affect
cash income, if any, derived from these securities but will affect the fund's
net asset value. Because equity funds invest primarily in equity securities,
which fluctuate in value, the funds' shares will fluctuate in value. In
addition, certain investment management techniques that the funds may use, such
as the purchase and sale of futures, options and forward commitments, could
expose the funds to potentially greater risk of loss than more traditional
equity investments.

Special Risks of Investing in Fixed-Income Funds

The market value of a fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates.  Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of fixed-income securities will not affect cash
income derived from these securities but will affect the funds' net asset
value.


                                                                              10

<PAGE>   119



Special Risks of Investing in Index Funds

Because of the funds' investment objectives, securities may be purchased,
retained and sold by the funds when such transactions would not be consistent
with traditional investment criteria. Accordingly, an investor is exposed to a
greater risk of loss (and a correspondingly greater prospect of gain) from
fluctuations in the value of such securities than would be the case if the
funds were not fully invested in such securities. In addition, the Adviser may
eliminate one or more securities or elect not to increase the funds' position
in such securities notwithstanding the continued listing of such securities on
the relevant index in the following circumstances: (i) the stock is no longer
publicly traded; or (ii) an unexpected adverse development occurs with respect
to a company such as bankruptcy or insolvency. As a result of these risk
factors, the share price of an index fund is expected to be volatile, and
investors should be able to sustain sudden, sometimes substantial, fluctuations
in the value of their investment.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and
other factors affecting the profitability of companies. Therefore, the stock
price of smaller capitalization companies may be subject to greater price
fluctuations than that of larger, established companies. Due to these and other
risk factors, the price movement of the securities held by the funds may be
volatile and the net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage Related Securities

Some of the funds invest in mortgage-related securities, such as
mortgage-backed securities, adjustable rate mortgage loans ("ARMs"), fixed rate
mortgage loans, and mortgage dollar rolls. The investment characteristics of
mortgage-related securities differ from traditional debt securities. These
differences can result in significantly greater price and yield volatility than
is the case with traditional fixed-income securities. The major differences
typically include more frequent interest and principal payments, usually
monthly, the adjustability of interest rates, and the possibility that
prepayments of principal may be made at any time. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social, and other factors. During periods of declining interest
rates, prepayment rates can be expected to accelerate. Under certain interest
rate and prepayment rate scenarios, a fund may fail to recoup fully its
investment in mortgage-related securities notwithstanding a direct or indirect
governmental or agency guarantee. The funds intend to use hedging techniques to
control this risk. In general, changes in the rate of prepayments on a
mortgage-related security will change that security's market value and its
yield to maturity. When interest rates fall, high prepayments could force a
fund to reinvest principal at a time when investment opportunities are not
attractive. Thus, mortgage-related securities may not be an effective means for
a fund to lock in long-term interest rates. Conversely, during periods when
interest rates rise, slow prepayments could cause the average life of the
security to lengthen and the value to decline more than anticipated.


HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums

                                                                              11

<PAGE>   120



may be waived at the Distributor's discretion.  Investors may purchase up to a
maximum of $250,000 of Class B shares per individual purchase order.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and
any bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For
additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O.  Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.

The One Group Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund

                                                                              12

<PAGE>   121



is determined by dividing the total market value of the Fund's investments and
other assets allocable to a class, less any liabilities allocable to that
class, by the total number of outstanding shares of such class. Net asset value
per share is determined daily as of 4:00 p.m., eastern time, on each Business
Day.  For a further discussion of the calculation of net asset value, see the
Statement of Additional Information. Shares may also be issued in transactions
involving the acquisition by the Fund of securities held by collective
investment funds sponsored and administered by affiliates of the Adviser.
Purchases will be made in full and fractional shares of the Fund calculated to
three decimal places. Although the methodology and procedures are identical,
the net asset value per share of classes within the Fund may differ because the
distribution expenses charged to Class A shares and Class B shares are not
charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants
and Class B shares that are offered to investors in certain retirement plans
such as 401(k) and similar plans, other than Individual Retirement Accounts,
will normally be held in the name of the Shareholder Servicing Agent effecting
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by
a Shareholder Servicing Agent, should contact the Shareholder Servicing Agent
to accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------           --------------           --------------
<S>                                             <C>                       <C>                      <C>
less than $100,000                              4.50%                     4.71%                    4.05%
$100,000 but less than $250,000                 3.50%                     3.53%                    3.05%
$250,000 but less than $500,000                 2.50%                     2.36%                    2.05%
$500,000 but less than $1,000,000               2.00%                     2.04%                    1.60%
$1,000,000 or more                              0.00%                     0.00%                    0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund for sales of $1 million to
$5 million, and 0.50% for sales over $5 million. A Shareholder who purchases $1
million or more of Class A shares and is not assessed a sales charge at the
time of purchase, will be assessed a sales charge equivalent to 1% of the
purchase

                                                                              13

<PAGE>   122



price if such Shareholder redeems any or all of the Class A shares prior to the
first anniversary of purchase. Under certain circumstances, commissions up to
the amount of the entire sales charge will be reallowed to financial
institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.

RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 1.50% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.00% sales charge applicable to purchases of $100,000 and the 1.50% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation

                                                                              14

<PAGE>   123



fee, provided the bank or broker-dealer has an agreement with the Distributor;
(x) directly purchased with the proceeds of a distribution on a bond for which
a BANC ONE CORPORATION affiliate bank or trust company is the Trustee or Paying
Agent; or (xi) purchased in connection with plans of reorganization of the
Fund, such as mergers, asset acquisitions and exchange offers to which the Fund
is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). This ongoing fee will cause Class B shares to
have a higher expense ratio and to pay lower dividends than Class A shares.
Class B shares convert automatically to Class A shares after eight years,
commencing from the end of the calendar month in which the purchase order was
accepted under the circumstances and subject to the qualifications described in
this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 4.00% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.

<TABLE>
<CAPTION>
                                                         CONTINGENT DEFERRED
                                                          SALES CHARGE AS A
       YEAR(S)                                              PERCENTAGE OF
       SINCE                                                DOLLAR AMOUNT
      PURCHASE                                            SUBJECT TO CHARGE
      --------                                            -----------------
         <S>                                                   <C>
         0-1                                                   5.00%
         1-2                                                   4.00%
         2-3                                                   3.00%
         3-4                                                   3.00%
         4-5                                                   2.00%
         5-6                                                   1.00%
</TABLE>

                                                                              15

<PAGE>   124



<TABLE>
         <S>                                                   <C>
         6-7                                                   None
         7-8                                                   None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below.

                                                                              16

<PAGE>   125



The Trust does not impose a charge for processing exchanges of shares. If a
Shareholder seeks to exchange Class A shares of a fund that does not impose a
sales charge for Class A shares of a fund that does or the fund being exchanged
into has a higher sales charge, the Shareholder will be required to pay a sales
charge in the amount equal to the difference between the sales charge
applicable to the fund into which the shares are being exchanged and any sales
charges previously paid for the exchanged shares, including any sales charges
incurred on any earlier exchanges of the shares (unless such sales charge is
otherwise waived, as provided in "Other Circumstances"). The exchange of
Fiduciary Class shares for Class A shares also will require payment of the
sales charge unless the sales charge is waived, as provided in "Other
Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable contingent
deferred sales charge for Class B shares after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O.  Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.


                                                                              17

<PAGE>   126



The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of
additional Class A or Class B shares while the Systematic Withdrawal Plan is in
effect are generally undesirable because a sales charge is incurred whenever
purchases are made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date the redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares. The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.


                                                                              18

<PAGE>   127



FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government
sponsored agency of the Federal government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
its proportionate share of investment advisory fees paid by those funds. The
Underlying Funds pay the Adviser an advisory fee at the following rates:

<TABLE>
         <S>                                                             <C>
         The One Group(R) Prime Money Market Fund                        .27%
         The One Group(R) Limited Volatility Bond Fund                   .30%
         The One Group(R) Intermediate Bond Fund                         .30%
         The One Group(R) Income Bond Fund                               .40%
         The One Group(R) Government Bond Fund                           .45%
         The One Group(R) Ultra Short-Term Income Fund                   .40%
         The One Group(R) Disciplined Value Fund                         .74%
         The One Group(R) International Equity Index Fund                .55%
         The One Group(R) Large Company Growth Fund                      .74%
         The One Group(R) Large Company Value Fund                       .74%
         The One Group(R) Growth Opportunities Fund                      .74%
         The One Group(R) Value Growth Fund                              .65%
         The One Group(R) Gulf South Growth Fund                         .65%
         The One Group(R) Income Equity Fund                             .74%
         The One Group(R) Equity Index Fund                              .10%
</TABLE>

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.


                                                                              19

<PAGE>   128



Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distributor and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (i) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,
which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion,
and .05% of the Fund's average daily net assets when Fund assets exceed $1
billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.



                                                                              20

<PAGE>   129



COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P.  serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.


                                                                              21

<PAGE>   130



Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Feature."

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate for the Fund will not exceed 160%. Higher portfolio turnover rates will
likely result in higher transaction costs to the Fund and may result in
additional tax consequences to the Fund's Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more that 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, securities issued by
regulated investment companies, and if consistent with the Fund's investment
objective and policies, repurchase agreements involving such securities) if as
a result more than 25% of the total assets of the Fund would be invested in the
securities of such issuer. This restriction applies to 50% of the Fund's total
assets. With respect to the remaining 50% of its total assets, the fund may not
purchase the securities of any issuer if as a result more than 5% of the total
assets of the Fund would be invested in the securities of such issuer. For
purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would
be considered the issuer.

2. Purchase any securities that would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for
investments in funds of the One Group(R), provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation (i)
utilities will be divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (ii) wholly-owned finance companies will be considered to be in
the industries of their parents if their activities are primarily related to
financing the activities of their parents.

                                                                              22

<PAGE>   131




3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information. For the investment limitations of the Underlying Funds, see the
applicable prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Policies of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary defensive purposes. For a more detailed
description, see the Statement of Additional Information or the prospectuses of
the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts include
Treasury Receipts ("TRS"), Treasury Investment Growth Receipts ("TIGRS"), and
Certificates of Accrual on Treasury Securities ("CATS").

CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDs") are negotiable
interest bearing instruments with a specific maturity. CDs are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank.  Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

                                                                              23

<PAGE>   132





INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The funds bear a risk of loss in the event the other party
defaults on its obligations and the funds are delayed or prevented from their
right to dispose of the collateral securities or if the funds realize a loss on
the sale of the collateral securities.

REVERSE REPURCHASE AGREEMENTS - The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.

DEMAND FEATURES - The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the funds. The purpose
of engaging in transactions involving puts is to maintain flexibility and
liquidity to permit the funds to meet redemption requests and remain as fully
invested as possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk. Under certain interest rate and prepayment rate scenarios, the
funds may fail to recoup fully their investment in asset-backed securities.
Asset-backed securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS - The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the funds make cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the funds on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The funds will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New
York Shares. There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRs.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by non-governmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest
in mortgage-backed securities issued by non-government entities, which consist
of Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share

                                                                              24

<PAGE>   133



of all interest and principal payments from the mortgages underlying the
certificate. Because the prepayment characteristics of the underlying mortgages
vary, it is not possible to predict accurately the average life or realized
yield of a particular issue of pass-through certificates. During periods of
declining interest rates, prepayment of mortgages underlying mortgage-backed
securities can be expected to accelerate. When the mortgage obligations are
prepaid, the funds may have to reinvest in securities with a lower yield.
Moreover, prepayment of mortgages which underlie securities purchased at a
premium could result in capital losses.

STRIPPED MORTGAGE-BACKED SECURITIES--The funds may, to enhance revenues or
hedge against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multiclass mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool
of mortgage assets. A common type of SMBS will have one class receiving all of
the interest from the mortgage assets ("IOs"), while the other class will
receive all of the principal ("POs"). If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the funds may
fail to fully recoup their initial investments in these securities. Although
the market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the funds'
limitations on investments in illiquid securities. The market value of the
Class A consisting entirely of principal payments generally is unusually
volatile in response to changes in interest rates.

MORTGAGE DOLLAR ROLLS--The funds may enter into mortgage "dollar rolls" in
which the funds sell securities for delivery in the current month and
simultaneously contract with the same counterpart to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The funds benefit to the extent of any difference between the price
received for the securities sold and the lower forward price for the future
purchase (often referred to as the "drop") or fee income plus the interest
earned on the cash proceeds of the securities sold until the settlement date of
the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the funds compared
with what such performance would have been without the use of mortgage dollar
rolls.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The funds may
invest in fixed rate mortgage loans that are privately issued and are not
issued or guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may
lend up to 33% of the securities in which they are invested pursuant to
agreements requiring that the loan be continuously secured by cash, securities
of the U.S.  government or its agencies, shares of an investment trust or
mutual fund or any combination of cash and such securities as collateral equal
at all times to at least 100% of the market value plus accrued interest on the
securities lent. The funds will continue to receive interest on the securities
lent while simultaneously seeking to earn interest on the investment of cash
collateral in U.S. government securities, shares of an investment trust or
mutual fund, or other short-term, highly liquid investments. Collateral is
marked to market daily to provide a level of collateral at least equal to the
market value of the securities lent. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially. However, loans will only be made to borrowers
deemed by the Adviser to be of good standing under guidelines established by
the Trust's Board of Trustees and when, in the judgment of the Adviser, the
consideration which can be earned currently from such securities loans
justifies the attendant risk. The funds will enter into loan arrangements only
with counterparties which the Adviser has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the funds or the borrower at any time, and are therefore, not
considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling
on interest rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The
funds may purchase securities on a when-issued basis when deemed by the Adviser
to present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. When the Adviser purchases a
when-issued security, the Custodian will set aside cash or liquid securities to
satisfy the purchase commitment. The funds generally will not pay for such
securities or earn interest on them until

                                                                              25

<PAGE>   134



received. In a forward commitment transaction, the funds contract to purchase
securities for a fixed price at a future date beyond customary settlement time.
The funds are required to hold and maintain in a segregated account until the
settlement date, cash, U.S. government securities or liquid high-grade debt
obligations in an amount sufficient to meet the purchase price. Alternatively,
the funds may enter into offsetting contracts for the forward sale of other
securities that they own. The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of the security
to be purchased declines prior to the settlement date

OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. There are
risks associated with options transactions, including the following: (i) the
success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
funds and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the funds will receive a premium when they
write covered call options, they may not participate fully in a rise in the
market value of the underlying security. It is expected that the funds will
only engage in option transactions with respect to permitted investments and
related indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC") if, to the extent that such futures and options are
not for "bona fide hedging purposes" (as defined by the CFTC), the aggregate
initial margin and premiums on such positions (excluding the amount by which
options are in the money) do not exceed 5% of the funds' total assets at
current value. Options and futures can be volatile instruments, and involve
certain risks. If the Adviser applies a hedge at an inappropriate time or
judges interest rates incorrectly, options and futures strategies may lower a
fund's return. The funds could also experience losses if the prices of their
options and futures positions were poorly correlated with their other
instruments, or if they could not close out its positions because of an
illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter
into swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate
swap, a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate
payments.  Currency swaps involve the exchange of respective rights to make or
receive payments in specified currencies. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be
developed to the extent consistent with their investment objective, policies
and restrictions and the regulatory requirements applicable to investment
companies.  These various products may be used to adjust the risk and return
characteristics of the funds' portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates, commodity
prices, or other factors that affect security values, regardless of the
issuer's credit risk. If market conditions do not perform consistent with
expectations, the performance of the funds would be less favorable than it
would have been if these products were not used. In addition, losses may occur
if counterparties involved in transactions do not perform as promised. These
products may expose the funds to potentially greater return as well as
potentially greater risk of loss than more traditional fixed-income
investments.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are
indexed to certain specific foreign currency exchange rates, interest rates, or
one or more other reference indices. Structured instruments frequently are
assembled in the form of medium-term notes, but a variety of forms are
available. Structured instruments are commonly considered to be derivatives.


                                                                              26

<PAGE>   135
While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counterparty default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor.

                                                                              27
<PAGE>   136



Paper rated Duff-2 is regarded as having good certainty of timely payment, good
access to capital markets and sound liquidity factors and company fundamentals.
Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.

Standard & Poor's Rating Services

Investment Grade
- ----------------
Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher categories.

Non-Investment Grade
- --------------------
Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.



                                                                              28

<PAGE>   137



Moody's Investor Service, Inc.

Investment Grade
- ----------------
Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make
the long-term risks appear somewhat larger than in Aaa securities. Bonds that
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------
Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

o        Amortization schedule (the larger the final maturity relative to other
         maturities the more likely it will be treated as a note).

o        Source of Payment (the more dependent the issue is on the market for
         its refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.


                                                                              29

<PAGE>   138



MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by an investment in the Fund over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that period is generated over a one-year period and is
shown as a percentage of the investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.


                                                                              30

<PAGE>   139



Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax advisers for a more complete explanation of
the Federal tax consequences, and for an explanation of the state, local and
(if applicable) foreign tax consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.



                                                                              31

<PAGE>   140





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              32

<PAGE>   141





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              33

<PAGE>   142





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              34

<PAGE>   143


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C.  20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215


TOG-F-119


                                                                              35
<PAGE>   144
The One Group(R) Investor Aggressive Growth Fund
                                                                    PROSPECTUS

Investment Adviser: BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Aggressive Growth Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INVESTOR AGGRESSIVE GROWTH FUND (THE "FUND") SEEKS CAPITAL
APPRECIATION BY INVESTING PRIMARILY IN A DIVERSIFIED GROUP OF ONE GROUP MUTUAL
FUNDS WHICH INVEST PRIMARILY IN EQUITY SECURITIES.

Class A shares are offered to IRA account participants and other long-term
investors . Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term
investors. 

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996




<PAGE>   145



TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                             PAGE #
                                                                                                             ------
<S>                                                                                                           <C>
SUMMARY                                                                                                        3

ABOUT THE FUND                                                                                                 4
  Expense Summary                                                                                              4
  The Fund                                                                                                     5
  Investment Objective                                                                                         5
  Investment Policies                                                                                          6

HOW TO DO BUSINESS WITH THE ONE GROUP(R)                                                                      10
  How to Invest in The One Group(R)                                                                           10
  Alternative Sales Arrangements                                                                              13
  Exchanges                                                                                                   15
  Redemptions                                                                                                 16

FUND MANAGEMENT                                                                                               17
  The Adviser                                                                                                 17
  The Distributor                                                                                             18
  The Administrator                                                                                           18
  The Transfer Agent and Custodian                                                                            19
  Counsel and Independent Accountants                                                                         19

OTHER INFORMATION                                                                                             19
  The Trust                                                                                                   19
  Other Investment Policies                                                                                   20
  Description of Permitted Investments                                                                        21
  Miscellaneous                                                                                               28
  Performance                                                                                                 28
  Taxes                                                                                                       29
</TABLE>





<PAGE>   146



SUMMARY

THE ONE GROUP(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Investor Aggressive
Growth Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks capital appreciation by
investing primarily in a diversified group of One Group mutual funds which
invest primarily in equity securities. See "Investment Objective." Shares of
the Fund are available to tax advantaged retirement accounts and other persons
investing for long-term investment purposes. The Fund should not be used for
short-term trading purposes. There is no assurance that the Fund will achieve
its investment objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
90% to 100% of its assets in Underlying Funds which invest primarily in equity
securities and up to 10% in Money Market Funds. The Fund will normally allocate
its assets among the Underlying Funds according to the Adviser's outlook for
the economy, financial markets and relative market valuation of the Underlying
Funds. The Adviser may vary the allocation within the above ranges. There is no
assurance that the Fund will achieve its stated objective.

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
                     Underlying Fund                                            Characteristic
           -----------------------------------------------                      --------------
           <S>                                                                  <C>
           The One Group(R) Prime Money Market Fund                             Money Market
           The One Group(R) Disciplined Value Fund                              Equity
           The One Group(R) International Equity Index Fund                     Equity
           The One Group(R) Large Company Growth Fund                           Equity
           The One Group(R) Large Company Value Fund                            Equity
           The One Group(R) Growth Opportunities Fund                           Equity
           The One Group(R) Value Growth Fund                                   Equity
           The One Group(R) Gulf South Growth Fund                              Equity
           The One Group(R) Income Equity Fund                                  Equity
           The One Group(R) Equity Index Fund                                   Equity
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets
and the value of the Underlying Funds in which it invests. The Fund's
investment return is diversified by its investment in the Underlying Funds
which invest in growth and income stocks, foreign securities, debt securities,
and cash and cash equivalents. See page 6 for a complete description of the
Underlying Funds and page 21 for other investment policies.

WHO IS THE ADVISER?  Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR?  The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN?  State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee.  Bank One Trust Company, N.A. serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."

WHO IS THE DISTRIBUTOR?  The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."




                                                                               3

<PAGE>   147



HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)," and
"Redemptions."

HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."

ABOUT THE FUND

EXPENSE SUMMARY - THE ONE GROUP(R) AGGRESSIVE GROWTH FUND
<TABLE>
<CAPTION>
                                                                                                          FIDUCIARY
                                                                      CLASS A          CLASS B            CLASS
                                                                      -------          -------            ---------
<S>                                                                     <C>              <C>                <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                               4.50%             None              None
  (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge(2)                              None            5.00%              None
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                           None             None              None
Redemption Fees                                                          None             None              None
Exchange Fees                                                            None             None              None
ANNUAL OPERATING EXPENSES
  (as a percentage of average daily net assets)
Investment Advisory Fees                                                 .05%             .05%              .05%
12b-1 Fees (after fee waiver) (3)                                        .25%            1.00%              None
Other Expenses                                                           .45%             .45%              .45%
TOTAL OPERATING EXPENSES(4)                                              .75%            1.50%              .50%
</TABLE>

(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more of Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first
         anniversary of purchase.

(3)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plan, 12b-1 fees (as a percentage of average daily
         net assets) would be .35% for Class A shares. The 12b-1 fees include a
         Shareholder servicing fee of .25% of average daily net assets of the
         Fund's Class B shares and may include a Shareholder servicing fee of
         .25% of the average daily net assets of the Fund's Class A shares. See
         "The Distributor."

(4)      Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
         Class A shares would be .85%.

The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on the
current Underlying Fund Prospectus). Certain of these expense ratios may
include a voluntary reduction in investment advisory fees.


<TABLE>
<CAPTION>
Name of Underlying Fund                             Expense Ratio                   
- -----------------------                             -------------                   
<S>                                                    <C>                         
The One Group(R) Prime Money Market Fund                .47%                       
The One Group(R) Disciplined Value Fund                 .99%                       
The One Group(R) International Equity Index Fund       1.22%                       
The One Group(R) Large Company Growth Fund              .98%
The One Group(R) Large Company Value Fund              1.00%
The One Group(R) Growth Opportunities Fund             1.06%
The One Group(R) Value Growth Fund                      .96%
The One Group(R) Gulf South Growth Fund                 .97%
The One Group(R) Income Equity Fund                    1.05%
The One Group(R) Equity Index Fund                      .31%
</TABLE>


After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for Class A 
shares is 1.66%, for Class B shares is 2.41% and for Fiduciary Class shares is 
1.41%. 

                                                                               4

<PAGE>   148



On the basis of these estimated expenses, the following example illustrates the
expenses an investor would pay on a $1,000 investment in Class A and Fiduciary
Class shares of the Fund, assuming: (1) imposition of the maximum sales charge
for Class A shares; (2) 5% annual return; and (3) redemption at the end of each
time period.


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $61              $95             $131              $233
Fiduciary Class                                         14               45               77               169
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $63              $99             $139              $248
Fiduciary Class                                         15               46               80               175
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


On the basis of the estimated expenses above, the following example illustrates
the expenses an investor would pay on a $1,000 investment in Class B shares,
assuming: (1) deduction of the applicable maximum Contingent Deferred Sales
Charge; and (2) 5% annual return. 

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $74              $105            $149              $256
Assuming no redemption                                  24                75             129               256
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------======----------=======----------=======---------========---
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $75              $107            $151              $263
Assuming no redemption                                  25                77             131               263
</TABLE>

Class B shares automatically convert to Class A shares after eight (8) years. 
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.


THE FUND

The One Group(R) Investor Aggressive Growth Fund ( the "Fund") is part of The
One Group(R) (the "Trust"), which is an open-end management investment company
that offers shares in 39 separate funds and different classes of certain of the
funds. The Trust was organized as a Massachusetts Business Trust on May 23,
1985. This Prospectus relates to Class A, Class B, and Fiduciary Class shares
of The One Group(R) Investor Aggressive Growth Fund. Each class of shares
provides for variations in distribution costs, voting rights, dividends and per
share net asset value pursuant to a multiple class plan (the "Multiple Class
Plan") adopted by the Board of Trustees of the Trust. Except for these
differences between classes, each share of the Fund represents an undivided,
proportionate interest in the Fund. The Fund is a non-diversified mutual fund
because it invests in the securities of a limited number of Underlying Funds.
However, the Underlying Funds are diversified investment companies. The
Information regarding the Trust's other funds and their classes is contained in
separate prospectuses which may be obtained from the Trust's Distributor, The
One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH 43219, or by
calling 1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation by investing primarily in a diversified
group of One Group mutual funds which invest primarily in equity securities.


The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.


                                                                               5

<PAGE>   149



INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 90 to 100% of its assets in nine Underlying Funds of The
One Group which invest primarily in equity securities and up to 10% of its
assets in one money market fund of The One Group. The Fund will invest its
assets in the Underlying Funds, within the ranges indicated below.

<TABLE>
<CAPTION>
                                                                                  Investment Range
         Investor Aggressive Growth Fund                                      (Percent of Fund Assets)
         -------------------------------                                      ------------------------
         <S>                                                                      <C>
         The One Group Prime Money Market Fund                                    0 - 10%
         The One Group Disciplined Value Fund                                     0 - 30%
         The One Group International Equity Index Fund                            0 - 30%
         The One Group Large Company Growth Fund                                  0 - 48%
         The One Group Large Company Value Fund                                   0 - 55%
         The One Group Growth Opportunities Fund                                  0 - 30%
         The One Group Value Growth Fund                                          0 - 50%
         The One Group Gulf South Growth Fund                                     0 - 30%
         The One Group Income Equity Fund                                         0 - 50%
         The One Group Equity Index Fund                                          0 - 50%
</TABLE>


The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table above.

The Fund and the Underlying Funds are permitted for temporary defensive
purposes to invest up to 100% of their assets in short-term fixed income
securities. Such securities include obligations of the U.S. government and its
agencies and instrumentalities; commercial paper, bank certificates of deposit,
repurchase agreements, bankers acceptances, variable amount master demand notes
and bank money market deposit accounts. The Fund and the Underlying Funds may
also hold cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary 
defensive position, they will not be pursuing their investment objective.

DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of
the Underlying Funds. Additional investment practices are described in
"Investment Policies of the Underlying Funds," the Statement of Additional
Information and the prospectus for each of the Underlying Funds.

The One Group(R) International Equity Index Fund

The One Group(R) International Equity Index Fund is an equity fund. The
objective of the fund is to provide investment results that correspond to the
aggregate price and dividend performance of the securities in the Gross
Domestic Product Weighted Morgan Stanley Capital International Europe,
Australia and Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP Index")(1)
Under normal conditions, the fund will invest substantially all of its assets
in foreign securities and at least 65% of the value of its total assets in
foreign equity securities, consisting of common stocks (including sponsored and
unsponsored American Depository Receipts ("ADRs")) and preferred stocks,
securities convertible into common stocks (only if they are listed on
registered exchanges or actively traded in the over-the-counter market),
warrants and depository receipts for such securities of issuers located in at
least three different countries. In attempting to duplicate the capital
performance and dividend income of the MSCI EAFE GDP Index, the fund will
normally invest in the stocks which comprise the Index and secondarily in stock
index futures. It is expected that cash reserve items normally will not exceed
10% of the fund's net assets.  The fund may invest up to 10% of its net assets
in

- --------------
1       "MSCI EAFE GDP Index" is a registered service mark of Morgan Stanley 
        Capital International, which does not sponsor and is in no way
        affiliated with the fund.

                                                                               6

<PAGE>   150



securities of emerging international markets such as Mexico, Brazil and Chile.
A substantial portion of the fund's assets will be denominated in foreign
currencies.

The One Group(R) Large Company Growth Fund

The One Group(R) Large Company Growth Fund seeks long-term capital appreciation
and growth of income by investing primarily in equity securities. To achieve
its objective, the fund will, under normal market conditions, invest
substantially all, but in no event less than 65%, of the value of its total
assets in equity securities consisting of common stocks, warrants and any
rights to purchase common stocks. The weighted average capitalization of the
companies in which the fund invests will under normal market conditions always
be in excess of the market median capitalization of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index")(2) The fund may invest the
remainder of its assets in any combination of nonconvertible fixed income
securities, repurchase agreements, options and futures contracts.

The One Group(R) Large Company Value Fund

The One Group(R) Large Company Value Fund is an equity fund that seeks capital
appreciation with the incidental goal of achieving current income by investing
primarily in equity securities. The fund will invest in equity securities of
companies that are believed to be selling below their long-term intrinsic
investment values. Companies held will typically be large capitalization
issuers with current price/earnings and/or price/book ratios which are lower
than that of the general market as measured by the S&P 500 Index. In addition,
the fund may invest in stock of companies which have been analyzed to have
breakup values well in excess of current market values or which have uniquely
undervalued corporate assets. The general approach to purchasing stocks will
emphasize individual security selection. Macroeconomic data and industry profit
forecasts will be utilized to gauge the best sectors of the economy in which to
be positioned.

Under normal market conditions, the fund will invest at least 80% of the value
of its total assets in equity securities consisting of common stocks and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The remainder of the
fund's assets will be held in cash equivalents.

The One Group(R) Growth Opportunities Fund

The One Group(R) Growth Opportunities Fund seeks growth of capital and,
secondarily, current income by investing primarily in equity securities. The
fund will invest in issues which are identified and selected based on the
potential to produce above-average earnings growth per share over a
one-to-three year period. It is expected that issuers will generally include
established companies with a history of above-average growth or companies that
are expected to enter periods of above-average growth, and smaller companies
which are positioned in emerging growth industries. The fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.
At least 80% of the value of the fund's total assets will, under normal
conditions, be invested in equity securities consisting of common stocks and
debt securities and preferred stocks that are convertible into common stocks.
The fund also may enter into options and futures transactions. The remainder of
the fund's assets will be held in cash equivalents.

The One Group(R) Value Growth Fund

The One Group(R) Value Growth Fund seeks long-term capital growth and growth of
income while, as a secondary objective providing a moderate level of current
income. The fund pursues its objectives by investing primarily in a portfolio
of common stocks, debt securities, preferred stocks, convertible securities,
warrants, and other equity securities of companies that show the potential for
growth of earnings over time. Stock selection is guided by current valuation
relative to a stock's historical valuation and relative to the Adviser's
estimates of future growth of earnings and dividends. Accordingly, the fund may
emphasize securities of companies that the Adviser believes are overlooked or
undervalued by investors, which fact should contribute to an increase in the
market value of the security over time.

The fund will ordinarily invest at least 65% of the value of its total assets
in securities with the characteristics described above. Although the fund
intends to invest all of its assets in such securities, up to 35% of its total
assets may be held in cash or invested in U.S. Government Securities, other
investment grade fixed-income securities and cash equivalents.

- --------------
2       "Standard & Poor's 500" is a registered trademark of Standard & Poor's
        Corporation, which does not sponsor and is in no way affiliated with 
        the fund.

                                                                               7

<PAGE>   151



The One Group(R) Gulf South Growth Fund

The One Group(R) Gulf South Growth Fund seeks long-term capital growth by
investing in a portfolio of equity securities of small capitalization, emerging
growth and medium capitalization companies, which are either headquartered in
or whose primary market is in the southeastern region of the United States. The
fund invests primarily in a portfolio of common stocks, debt securities,
preferred stocks, convertible securities, warrants and other equity securities
of such companies. The Adviser anticipates that the fund's portfolio will
normally consist of securities of approximately twenty-five to sixty emerging
growth companies from Virginia, North Carolina, South Carolina, Florida,
Georgia, Tennessee, Alabama, Mississippi, Arkansas, Louisiana, Kentucky and
Texas. It is expected that companies selected would generally have market
capitalizations ranging from $50,000,000 to $2,000,000,000, although the fund
may occasionally hold securities of companies whose market capitalizations are
considerably larger if doing so contributes to the fund's investment objective.

The fund will normally invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents, when the Adviser's
assessment of the attractiveness of the entire stock market and individual
market sectors changes.

Because the fund is non-diversified, its share price may be subject to greater
fluctuations as a result of changes in an issuer's financial condition or the
market's assessment of an individual issuer. In addition, smaller, less
seasoned companies may be subject to greater business risk than larger,
established companies.

The One Group(R) Income Equity Fund

The One Group(R) Income Equity Fund seeks current income through regular
payment of dividends with the secondary goal of achieving capital appreciation
by investing primarily in equity securities. The fund will make investments in
an attempt to keep its yield above the S&P 500 Index. Achieving such a yield
will be the primary consideration in selecting securities. Investments will be
made in common stocks of corporations which regularly pay dividends, although
continued payment of dividends cannot be assured. The fund will invest
primarily in stocks with favorable, long-term fundamental characteristics, but
stocks of companies that are out of favor in the financial community may also
be purchased.

The fund will under normal conditions invest at least 80% of the value of its
total assets in equity securities consisting of common stocks, and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Equity Index Fund

The One Group(R) Equity Index Fund seeks investment results that correspond to
the aggregate price and dividend performance of the securities on the S&P 500
Index. The fund will, in attempting to duplicate the capital performance and
dividend income of the S&P 500 Index, normally invest in many of the stocks
which comprise the S&P 500 Index and secondarily in stock index futures. Cash
reserves will not normally exceed 10% of the fund's net assets.

The Adviser generally selects stocks for the fund in the order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks.
The percentage of the fund's assets to be invested in each stock is
approximately the same as the percentage it represents in the S&P 500 Index.
From time to time, administrative adjustments may be made in the fund because
of changes in the composition of the S&P 500 Index, but such changes should be
infrequent. The fund will attempt to achieve a correlation between the
performance of its portfolio and that of the S&P 500 Index of at least 0.95,
without taking into account expenses. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when the fund's net asset value,
including the value of its dividend and capital gains distributions, increases
or decreases in exact proportion to changes in the S&P 500 Index.

The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity
and stability of principal. The fund intends to comply with the regulations of
the Securities and Exchange Commission applicable to money market funds using
the amortized cost method for calculating net asset value. These regulations
impose certain quality, maturity and diversification restraints on investments
by the fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days
or less.

                                                                               8

<PAGE>   152



RISK FACTORS

The investments of the Fund are concentrated in the Underlying Funds, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest in Underlying Funds which concentrate their assets
in certain industries. Under certain circumstances, this could result in the
Fund being concentrated in those industries. If this were to occur, the Adviser
would consider whether to maintain or change the Fund's investments in such
Underlying Funds.

Special Risks of Investing in Equity Funds

Changes in the value of an equity fund's portfolio securities will not affect
cash income, if any, derived from these securities but will affect the fund's
net asset value. Because equity funds invest primarily in equity securities,
which fluctuate in value, the funds' shares will fluctuate in value. In
addition, certain investment management techniques that the funds may use, such
as the purchase and sale of futures, options and forward commitments, could
expose the funds to potentially greater risk of loss than more traditional
equity investments.

Special Risks of Investing in Index Funds

Because of the funds' investment objectives, securities may be purchased,
retained and sold by the funds when such transactions would not be consistent
with traditional investment criteria. Accordingly, an investor is exposed to a
greater risk of loss (and a correspondingly greater prospect of gain) from
fluctuations in the value of such securities than would be the case if the
funds were not fully invested in such securities. In addition, the Adviser may
eliminate one or more securities or elect not to increase the funds' position
in such securities notwithstanding the continued listing of such securities on
the relevant index in the following circumstances: (i) the stock is no longer
publicly traded; or (ii) an unexpected adverse development occurs with respect
to a company such as bankruptcy or insolvency. As a result of these risk
factors, the share price of an index fund is expected to be volatile, and
investors should be able to sustain sudden, sometimes substantial, fluctuations
in the value of their investment.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and
other factors affecting the profitability of companies. Therefore, the stock
price of smaller capitalization companies may be subject to greater price
fluctuations than that of larger, established companies. Due to these and other
risk factors, the price movement of the securities held by the funds may be
volatile and the net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage Related Securities

Some of the funds invest in mortgage-related securities, such as
mortgage-backed securities, adjustable rate mortgage loans ("ARMs"), fixed rate
mortgage loans, and mortgage dollar rolls. The investment characteristics of
mortgage related securities differ from traditional debt securities. These
differences can result in significantly greater price and yield volatility than
is the case with traditional fixed-income securities. The major differences
typically include more frequent interest and principal payments, usually
monthly, the adjustability of interest rates, and the possibility that
prepayments of principal may be made at any time. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social, and other factors. During periods of declining interest
rates, prepayment rates can be expected to accelerate. Under certain interest
rate and prepayment rate scenarios, a fund may fail to recoup fully its
investment in mortgage-related securities notwithstanding

                                                                               9

<PAGE>   153



a direct or indirect governmental or agency guarantee. The funds intend to use
hedging techniques to control this risk. In general, changes in the rate of
prepayments on a mortgage-related security will change that security's market
value and its yield to maturity. When interest rates fall, high prepayments
could force a fund to reinvest principal at a time when investment
opportunities are not attractive. Thus, mortgage-related securities may not be
an effective means for a fund to lock in long-term interest rates. Conversely,
during periods when interest rates rise, slow prepayments could cause the
average life of the security to lengthen and the value to decline more than
anticipated.


HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $ 1,000 and $100
respectively ($100 and $25, respectively, for employees of BANC ONE CORPORATION
and its affiliates). Initial and subsequent investment minimums may be waived
at the Distributor's discretion. Investors may purchase up to a maximum of
$250,000 of Class B shares per individual purchase order.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and
any bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For
additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O. Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN


                                                                              10

<PAGE>   154



Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.

The One Group Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund is determined by dividing the total market value of the Fund's
investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of 4:00 p.m., eastern
time, on each Business Day.  For a further discussion of the calculation of net
asset value, see the Statement of Additional Information. Shares may also be
issued in transactions involving the acquisition by the Fund of securities held
by collective investment funds sponsored and administered by affiliates of the
Adviser.  Purchases will be made in full and fractional shares of the Fund
calculated to three decimal places. Although the methodology and procedures are
identical, the net asset value per share of classes within the Fund may differ
because the distribution expenses charged to Class A shares and Class B shares
are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants
and Class B shares that are offered to investors in certain retirement plans
such as 401(k) and similar plans, other than Individual Retirement Accounts,
will normally be held in the name of the Shareholder Servicing Agent effecting
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agents procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by
a Shareholder Servicing Agent, should contact the Shareholder Servicing Agent
to accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

                                                                              11

<PAGE>   155




<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------           --------------           --------------
<S>                                             <C>                       <C>                     <C>
less than $100,000                              4.50%                     4.71%                   4.05%
$100,000 but less than $250,000                 3.50%                     3.53%                   3.05%
$250,000 but less than $500,000                 2.50%                     2.36%                   2.05%
$500,000 but less than $1,000,000               2.00%                     2.04%                   1.60%
$1,000,000 or more                              0.00%                     0.00%                   0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund for sales of $1 million to
$5 million, and 0.50% for sales over $5 million. A Shareholder who purchases $1
million or more of Class A shares and is not assessed a sales charge at the
time of purchase, will be assessed a sales charge equivalent to 1% of the
purchase price if such Shareholder redeems any or all of the Class A shares
prior to the first anniversary of purchase. Under certain circumstances,
commissions up to the amount of the entire sales charge will be reallowed to
financial institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.

RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13- month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.50% sales charge applicable to purchases of $100,000 and the 2.50% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.


                                                                              12

<PAGE>   156



The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the
bank or broker-dealer has an agreement with the Distributor; (x) directly
purchased with the proceeds of a distribution on a bond for which a BANC ONE
CORPORATION affiliate bank or trust company is the Trustee or Paying Agent; or
(xi) purchased in connection with plans of reorganization of the Fund, such as
mergers, asset acquisitions and exchange offers to which the Fund is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). This ongoing fee will cause Class B shares to
have a higher expense ratio and to pay lower dividends than Class A shares.
Class B shares convert automatically to Class A shares after eight years,
commencing from the end of the calendar month in which the purchase order was
accepted under the circumstances and subject to the qualifications described in
this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares,

                                                                              13

<PAGE>   157



such as the payment of compensation to dealers and agents for selling Class B
shares. A dealer reallowance of 4.00% of the original purchase price of the
Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.

<TABLE>
<CAPTION>
                                                                              CONTINGENT DEFERRED
                                                                                SALES CHARGE AS A
                      YEAR(S)                                                    PERCENTAGE OF
                      SINCE                                                      DOLLAR AMOUNT
                      PURCHASE                                                  SUBJECT-TO CHARGE
                       <S>                                                           <C>
                       0-1                                                           5.00%
                       1-2                                                           4.00%
                       2-3                                                           3.00%
                       3-4                                                           3.00%
                       4-5                                                           2.00%
                       5-6                                                           1.00%
                       6-7                                                           None
                       7-8                                                           None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholders Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $ 1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."



                                                                              14

<PAGE>   158



CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholdees Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other
Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.



                                                                              15

<PAGE>   159



ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares (except Class B shares, as provided above)
without charge on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable contingent
deferred sales charge for Class B shares after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O. Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of

                                                                              16

<PAGE>   160



additional Class A or Class B shares while the Systematic Withdrawal Plan is in
effect are generally undesirable because a sales charge is incurred whenever
purchases are made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date of the redemption request is
received by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares. The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government
sponsored agency of the Federal government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").


                                                                              17

<PAGE>   161



No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
its proportional share of investment advisory fees paid by those funds. The
Underlying Funds pay the Advisor an advisory fee at the following rates:

<TABLE>
         <S>                                                           <C>
         The One Group Prime Money Market Fund                         .27%
         The One Group Disciplined Value Fund                          .74%
         The One Group International Equity Index Fund                 .55%
         The One Group Large Company Growth Fund                       .74%
         The One Group Large Company Value Fund                        .74%
         The One Group Growth Opportunities Fund                       .74%
         The One Group Value Growth Fund                               .65%
         The One Group Gulf South Growth Fund                          .65%
         The One Group Income Equity Fund                              .74%
         The One Group Equity Index Fund                               .10%
</TABLE>

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. UP to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distribution and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (1) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,
which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets.

Proceeds from the Contingent Deferred Sales Charge and the distribution and the
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fee facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different

                                                                              18

<PAGE>   162



compensation with respect to different classes of shares. In addition, a
financial institution that is the record owner of shares for the account of its
customers may impose separate fees for account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion, and .05%
of the Fund's average daily net assets when Fund assets exceed $1 billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P. serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.



                                                                              19

<PAGE>   163



TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares(other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Feature."

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.


                                                                              20

<PAGE>   164



OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate for the Fund will not exceed 200%. Higher portfolio turnover rates will
likely result in higher transaction costs to the Fund and may result in
additional tax consequences to the Fund's Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, securities issued by
regulated investment companies, and if consistent with the Fund's investment
objective and policies, repurchase agreements involving such securities) if as
a result more than 25% of the total assets of the Fund would be invested in the
securities of such issuer. This restriction applies to 50% of the Fund's total
assets. With respect to the remaining 50% of its total assets, the Fund may not
purchase the securities of any issuer if as a result more than 5% of the total
assets of the Fund would be invested in the securities of such issuer. For
purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would be
considered the issuer.
        
2. Purchase any securities that would cause more than 25% of the total assets of
the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for investments
in funds of The One Group(R), provided that this limitation does not apply to
investments in obligations issued or guaranteed by the U.S. government or its
agencies and instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation (i) utilities will be divided
according to their services (for example, gas, gas transmission, electric and
telephone will each be considered a separate industry); and (ii) wholly-owned
finance companies will be considered to be in the industries of their parents if
their activities are primarily related to financing the activities of their
parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information. For the investment limitations of the Underlying Funds, see the
applicable prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Policies of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary defensive purposes. For a more detailed
description, see the Statement of Additional Information or the prospectuses of
the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts include
Treasury Receipts ("TRS"), Treasury Investment Growth Receipts ("TIGRS"), and
Certificates of Accrual on Treasury Securities ("CATS").


                                                                              21

<PAGE>   165



CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDS") are negotiable
interest bearing instruments with a specific maturity. CDS are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank.  Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S.  government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S.  government agencies include debt issues and
mortgage-backed securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The funds bear a risk of loss in the event the other party
defaults on its obligations and the funds are delayed or prevented from their
right to dispose of the collateral securities or if the funds realize a loss on
the sale of the collateral securities.

REVERSE REPURCHASE AGREEMENTS - The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.


                                                                              22

<PAGE>   166



DEMAND FEATURES - The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the funds. The purpose
of engaging in transactions involving puts is to maintain flexibility and
liquidity to permit the funds to meet redemption requests and remain as fully
invested as possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk. Under certain interest rate and prepayment rate scenarios, the
funds may fail to recoup fully their investment in asset-backed securities.
Asset-backed securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS - The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the funds make cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the funds on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The funds will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New
York Shares. There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRS.

MORTGAGE-BACKED SECURITIES --Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by nongovernmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest
in mortgage-backed securities issued by non-government entities, which consist
of Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the average life or realized yield of a
particular issue of pass-through certificates. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. When the mortgage obligations are prepaid, the
funds may have to reinvest in securities with a lower yield. Moreover,
prepayment of mortgages which underlie securities purchased at a premium could
result in capital losses.

STRIPPED MORTGAGE-BACKED SECURITIES--The funds may, to enhance revenues or
hedge against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multi-class mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool
of mortgage assets. A common type of SMBS will have one class receiving all of
the interest from the mortgage assets ("I0s"), while the other class will
receive all of the principal ("POs"). If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the funds may
fail to fully recoup their initial investment in these securities. Although the
market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the funds'
limitations on investments in illiquid securities. The market value of the
class consisting entirely of principal payments generally is unusually volatile
in response to changes in interest rates.


                                                                              23

<PAGE>   167
MORTGAGE DOLLAR ROLLS--The funds may enter into mortgage "dollar rolls" in
which the funds sell securities for delivery in the current month and
simultaneously contract with the same counterparty to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The funds benefit to the extent of any difference between the price
received for the securities sold and the lower forward price for the future
purchase (often referred to as the "drop") or fee income plus the interest
earned on the cash proceeds of the securities sold until the settlement date of
the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the funds compared
with what such performance would have been without the use of mortgage dollar
rolls.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The funds may
invest in fixed rate mortgage loans that are privately issued and are not
issued or guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may
lend up to 33% of the securities in which they are invested pursuant to
agreements requiring that the loan be continuously secured by cash, securities
of the U.S.  government or its agencies, shares of an investment trust or
mutual fund or any combination of cash and such securities as collateral equal
at all times to at least 100% of the market value plus accrued interest on the
securities lent. The funds will continue to receive interest on the securities
lent while simultaneously seeking to earn interest on the investment of cash
collateral in U.S. government securities, shares of an investment trust or
mutual fund, or other short-term, highly liquid investments. Collateral is
marked to market daily to provide a level of collateral at least equal to the
market value of the securities lent. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially. However, loans will only be made to borrowers
deemed by the Adviser to be of good standing under guidelines established by
the Trust's Board of Trustees and when, in the judgment of the Adviser, the
consideration which can be earned currently from such securities loans
justifies the attendant risk. The funds will enter into loan arrangements only
with counterparties which the Adviser has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the funds or the borrower at any time, and are therefore, not
considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling
on interest rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS --The funds
may purchase securities on a when-issued basis when deemed by the Adviser to
present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. When the Adviser purchases a
when-issued security, the Custodian will set aside cash or liquid securities to
satisfy the purchase commitment. The funds generally will not pay for such
securities or earn interest on them until received. In a forward commitment
transaction, the funds contract to purchase securities for a fixed price at a
future date beyond customary settlement time. The funds are required to hold
and maintain in a segregated account until the settlement date, cash, U.S.
government securities or liquid high-grade debt obligations in an amount
sufficient to meet the purchase price. Alternatively, the funds may enter into
offsetting contracts for the forward sale of other securities that they own.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased declines
prior to the settlement date.

OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. There are
risks associated with options transactions, including the following: (i) the
success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
funds and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the funds will receive a premium when they
write covered call options, they may not participate fully in a rise in the
market value of the
                                                                              24

<PAGE>   168
underlying security. It is expected that the funds will only engage in option
transactions with respect to permitted investments and related indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC") if, to the extent that such futures and options are
not for "bona fide hedging purposes" (as defined by the CFTC), the aggregate
initial margin and premiums on such positions (excluding the amount by which
options are in the money) do not exceed 5% of the funds' total assets at
current value. Options and futures can be volatile instruments, and involve
certain risks. If the Adviser applies a hedge at an inappropriate time or
judges interest rates incorrectly, options and futures strategies may lower a
fund's return. The funds could also experience losses if the prices of their
options and futures positions were poorly correlated with their other
instruments, or if they could not close out their positions because of an
illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter
into swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate
swap, a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate
payments.  Currency swaps involve the exchange of respective rights to make or
receive payments in specified currencies. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be
developed to the extent consistent with their investment objective, policies
and restrictions and the regulatory requirements applicable to investment
companies.  These various products may be used to adjust the risk and return
characteristics of the funds' portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates, commodity
prices, or other factors that affect security values, regardless of the
issuer's credit risk. If market conditions do not perform consistent with
expectations, the performance of the funds would be less favorable than it
would have been if these products were not used. In addition, losses may occur
if counterparties involved in transactions do not perform as promised. These
products may expose the funds to potentially greater return as well as
potentially greater risk of loss than more traditional fixed-income
investments.

STRUCTURED INSTRUMENTS -- Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are
indexed to certain specific foreign currency exchange rates, interest rates, or
one or more other reference indices. Structured instruments frequently are
assembled in the form of medium-term notes, but a variety of forms are
available. Structured instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counterparty default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES -- Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations.

                                                                              25

<PAGE>   169



Such notes are issued with a short-term maturity in anticipation of the
receipt of tax funds, the proceeds of bond placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.


                                                                              26

<PAGE>   170

Standard & Poor's Rating Services

Investment Grade
- ----------------
Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher categories.

Non-Investment Grade
- --------------------
Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

Moody's Investor Service, Inc.

Investment Grade
- ----------------
Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make
the long-term risks appear somewhat larger than in Aaa securities. Bonds that
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

                                                                              27

<PAGE>   171



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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------
Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

o Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

o    Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by an investment in the Fund over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that period is generated over a one-year period and is
shown as a percentage of the investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.


                                                                              28

<PAGE>   172



The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax advisers for a more complete explanation of
the Federal tax consequences, and for an explanation of the state, local and
(if applicable) foreign tax consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received

                                                                              29

<PAGE>   173



any interest payments on such obligations during that period. Because the Fund
distributes substantially all of its net investment income to its Shareholders
(including such imputed interest), the Fund may have to sell portfolio
securities in order to generate the cash necessary for the required
distributions. Such sales may occur at a time when the Adviser would not have
chosen to sell such securities and may result in a taxable gain or loss.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.




                                                                              30

<PAGE>   174





                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                                                              31

<PAGE>   175





                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                                                              32

<PAGE>   176





                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                                                              33

<PAGE>   177


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
343 5 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C. 20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215



TOG-F-119





                                                                              34
<PAGE>   178
The One Group(R) Investor Conservative Growth Fund                   PROSPECTUS

Investment Adviser:   BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Conservative Growth Fund Class A, Class B and Fiduciary Class shares.

THE ONE Group(R) INVESTOR CONSERVATIVE GROWTH FUND (THE "FUND") SEEKS CAPITAL
APPRECIATION AND INCOME BY INVESTING PRIMARILY IN A DIVERSIFIED GROUP OF ONE
GROUP MUTUAL FUNDS WHICH INVEST PRIMARILY IN EQUITY AND FIXED INCOME SECURITIES.
CURRENT INCOME IS A SECONDARY OBJECTIVE.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term
investors.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to read
this Prospectus and retain it for future reference. A Statement of Additional
Information dated August 27, 1996 has been filed with the Securities and
Exchange Commission and is available without charge through the Distributor, The
One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH 43219 or by
calling 1-800-480-4111 during business hours. The Statement of Additional
Information is incorporated into this Prospectus by reference.

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

August 27, 1996




<PAGE>   179



TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                           PAGE
                                                           ----
<S>                                                      <C>
SUMMARY                                                      3
ABOUT THE FUND                                               4
  Expense Summary                                            4
  The Fund                                                   5
  Investment Objective                                       6
  Investment Policies                                        6
HOW TO DO BUSINESS WITH THE ONE Group(R)                    11
  How to Invest in The One Group(R)                         11
  Alternative Sales Arrangements                            15
  Exchanges                                                 16
  Redemptions                                               17
FUND MANAGEMENT                                             18
  The Adviser                                               18
  The Distributor                                           19
  The Administrator                                         20
  The Transfer Agent and Custodian                          20
  Counsel and Independent Accountants                       20
OTHER INFORMATION                                           20
  The Trust                                                 20
  Other Investment Policies                                 22
  Description of Permitted Investments                      22
  Description of Ratings                                    27
  Miscellaneous                                             29
  Performance                                               29
  Taxes                                                     29
</TABLE>




<PAGE>   180



SUMMARY

THE ONE Group(R) (the "Trust") is an open-end management investment company that
provides a convenient way to invest in professionally managed portfolios of
securities. The following provides basic information about the Class A, Class B
and Fiduciary Class shares of The One Group(R) Investor Conservative Growth 
Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks capital appreciation and income
by investing primarily in a diversified group of One Group mutual funds which
invest primarily in equity and fixed income securities. Current income is a
secondary objective. See "Investment Objective." Shares of the Fund are
available to tax advantaged retirement accounts and other persons investing for
long-term investment purposes. The Fund should not be used for short-term
trading purposes. There is no assurance that the Fund will achieve its
investment objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
20% to 40% of its assets in Underlying Funds which invest primarily in equity
securities, 60% to 80% in Underlying Funds which invest primarily in
fixed-income securities, and up to 10% in Money Market Funds. The Fund will
normally allocate its assets among the Underlying Funds according to the
Adviser's outlook for the economy, financial markets and relative market
valuation of the Underlying Funds. The Adviser may vary the allocation within
the above ranges. There is no assurance that the Fund will achieve its stated
objective

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
                          Underlying Fund                               Type of Investments
         -----------------------------------------------                -------------------
         <S>                                                            <C>
         The One Group(R) Prime Money Market Fund                       Money Market
         The One Group(R) Limited Volatility Bond Fund                  Fixed Income
         The One Group(R) Intermediate Bond Fund                        Fixed Income
         The One Group(R) Income Bond Fund                              Fixed Income
         The One Group(R) Government Bond Fund                          Fixed Income
         The One Group(R) Ultra Short-Term Income Fund                  Fixed Income
         The One Group(R) Disciplined Value Fund                        Equity
         The One Group(R) International Equity Index Fund               Equity
         The One Group(R) Large Company Growth Fund                     Equity
         The One Group(R) Large Company Value Fund                      Equity
         The One Group(R) Growth Opportunities Fund                     Equity
         The One Group(R) Value Growth Fund                             Equity
         The One Group(R) Gulf South Growth Fund                        Equity
         The One Group(R) Income Equity Fund                            Equity
         The One Group(R) Equity Index Fund                             Equity
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets and
the value of the Underlying Funds in which it invests. The Fund's investment
return is diversified by its investment in the Underlying Funds which invest in
growth and income stocks, foreign securities, debt securities, and cash and cash
equivalents. See page 6 for a complete description of the Underlying Funds
and page 22 for other investment policies.

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust. The
Adviser is entitled to a fee for advisory services provided to the Trust. The
Adviser may voluntarily agree to waive a part of its fees. See "The Adviser" and
"Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust. The Administrator is entitled to a fee for services
provided to the Trust. Banc One Investment Advisors Corporation serves as the
Sub-Administrator of the Trust, pursuant to an agreement with the Administrator
for which Banc One Investment Advisors Corporation receives a fee paid by the
Administrator. See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee. Bank One Trust Company, N.A. serves as Sub-Custodian for the
Trust, for which services it receives a fee. See "The Transfer Agent and
Custodian."




                                                                               3

<PAGE>   181



WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor of
the Trust's shares. The Distributor is entitled to fees for distribution
services for the Class A and Class B shares. No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund. See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days"). See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month. Any capital gains are distributed at least
annually. Distributions are paid in additional shares of the same class unless
the Shareholder elects to take the payment in cash. See "Dividends."


ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE Group(R) INVESTOR CONSERVATIVE GROWTH FUND
<TABLE>
<CAPTION>

                                                                                                      FIDUCIARY
                                                                     CLASS A           CLASS B          CLASS
                                                                     --------          -------         -------

<S>                                                                  <C>               <C>             <C> 
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                            4.50%             None              None
  (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge (2)                          None             5.00%             None
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                        None             None              None
Redemption Fees                                                       None             None              None
Exchange Fees                                                         None             None              None
ANNUAL OPERATING EXPENSES
  (as a percentage of average daily net assets)
Investment Advisory Fees                                              .05%             .05%              .05%
12b-1 Fees (after fee waiver)(3)                                      .25%            1.00%              None
Other Expenses                                                        .32%             .32%              .32%
TOTAL OPERATING EXPENSES(4)                                           .62%            1.37%              .37%
</TABLE>

(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more of Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first anniversary
         of purchase.

(3)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plan, 12b-1 fees (as a percentage of average daily
         net assets) would be .35% for Class A shares. The 12b-1 fees include a
         Shareholder servicing fee of .25% of average daily net assets of the
         Fund's Class B shares and may include a Shareholder servicing fee of
         .25% of the average daily net assets of the Fund's Class A shares. See
         "The Distributor".

(4)      Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
         Class A shares would be .72%.

The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds, and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on the
current Underlying Fund prospectus). Certain of these expense ratios may 
include a voluntary reduction of investment advisory fees.

<TABLE>
<CAPTION>

                                                                                      
                                                                                      
Name of Underlying Fund                             Expense Ratio                     
- -----------------------                             -------------                     
<S>                                                    <C>                             
The One Group Prime Money Market Fund                  .47%                           
The One Group Limited Volatility Bond Fund             .55%                           
The One Group Intermediate Bond Fund                   .62%                           
The One Group Income Bond Fund                         .64%                           
</TABLE>

                                                                               4

<PAGE>   182
<TABLE>
<S>                                                    <C> 
The One Group Government Bond Fund                     .71%
The One Group Ultra Short-Term Income Fund             .70%
The One Group Disciplined Value Fund                   .99%
The One Group International Equity Index Fund         1.22%
The One Group Large Company Growth Fund                .98%
The One Group Large Company Value Fund                1.00%
The One Group Growth Opportunities Fund               1.06%
The One Group Value Growth Fund                        .96%
The One Group Gulf South Growth Fund                   .97%
The One Group Income Equity Fund                      1.05%
The One Group Equity Index Fund                        .31%
</TABLE>

After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for Class A
Shares is 1.34%, for  Class B Shares is 2.09% and for Fiduciary Class shares is
1.09%.
        
On the basis of these estimated expenses, the following example illustrates the 
expenses an investor would pay on a $1,000 investment in Class A and Fiduciary 
Class shares of the Fund, assuming: (1) imposition of the maximum sales charge 
for Class A shares; (2) 5% annual return; and (3) redemption at the end of each
time period.

<TABLE>
<CAPTION>
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
                                                       ------          -------          -------         --------
<S>                                                    <C>              <C>             <C>             <C>
Class A                                                $58              $86             $115            $199
Fiduciary Class                                        $11              $35             $ 60            $133
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Class A                                                $60             $93              $128            $225
Fiduciary Class                                        $13             $39              $ 68            $150
</TABLE>

On the basis of the estimated expenses above, the following example illustrates
the expenses an investor would pay on a $1,000 investment in Class B shares,
assuming: (1) deduction of the applicable maximum Contingent Deferred Sales
Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Assuming a complete redemption at end of period        $71             $95              $132            $223
Assuming no redemption                                 $21             $65              $112            $223
</TABLE>


Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
                                                       1 YEAR         3 YEARS          5 YEARS          10 YEARS
                                                       ------         -------          -------          --------
<S>                                                    <C>             <C>              <C>             <C>
Assuming a complete redemption at end of period        $73             $100             $140            $241
Assuming no redemption                                 $23             $ 70             $120            $241
</TABLE>


Class B shares automatically convert to Class A shares after eight (8) years. 
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

THE FUND

The One Group(R) Investor Conservative Growth Fund ( the "Fund") is part of The
One Group(R) (the "Trust"), which is an open-end management investment company
that offers shares in 39 separate funds and different classes of certain of the
funds. The Trust was organized as a Massachusetts Business Trust on May 23,
1985. This Prospectus relates to Class A, Class B, and Fiduciary Class shares of
The One Group(R) Investor Conservative Growth Fund. Each class of shares
provides for variations in distribution costs, voting rights, dividends and per
share net asset value pursuant to a multiple class plan (the "Multiple Class
Plan") adopted by the Board of Trustees of the Trust. Except for these
differences between classes, each share of the Fund represents an undivided,
proportionate interest in the Fund. The Fund is a non-diversified mutual fund
because it invests in the securities of a limited number of Underlying Funds.
However, the Underlying Funds are diversified investment companies. The
Information regarding the Trust's other funds and their classes is contained in
separate prospectuses which may be obtained from the Trust's Distributor, The
One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH 43219, or by
calling 1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation and income by investing primarily in a
diversified group of One Group mutual funds which invest primarily in equity and
fixed income securities. Current income is a secondary objective.

                                                                               5
<PAGE>   183



The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares (as
defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.

INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy is
expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 20% to 40% of its assets in nine Underlying Funds of The
One Group which invest primarily in equity securities, 60% to 80% of its assets
in five Underlying Funds of The One Group which invest primarily in fixed income
securities, and up to 10% of its assets in one money market fund of The One
Group. The Fund will invest its assets in the Underlying Funds, within the
ranges indicated below.
<TABLE>
<CAPTION>
                                                                 Investment Range
         Investor Conservative Growth Fund                   (Percent of Fund Assets)
         ---------------------------------                   ------------------------
         <S>                                                      <C>
         The One Group(R) Prime Money Market Fund                       0 - 10%
         The One Group(R) Limited Volatility Bond Fund                  0 - 70%
         The One Group(R) Intermediate Bond Fund                        0 - 70%
         The One Group(R) Income Bond Fund                              0 - 70%
         The One Group(R) Government Bond Fund                          0 - 70%
         The One Group(R) Ultra Short-Term Income Fund                  0 - 70%
         The One Group(R) Disciplined Value Fund                        0 - 10%
         The One Group(R) International Equity Index Fund               0 - 10%
         The One Group(R) Large Company Growth Fund                     0 - 20%
         The One Group(R) Large Company Value Fund                      0 - 20%
         The One Group(R) Growth Opportunities Fund                     0 - 10%
         The One Group(R) Value Growth Fund                             0 - 20%
         The One Group(R) Gulf South Growth Fund                        0 - 10%
         The One Group(R) Income Equity Fund                            0 - 20%
         The One Group(R) Equity Index Fund                             0 - 20%
</TABLE>

The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table above.

The Fund and the Underlying Funds are permitted for temporary defensive purposes
to invest up to 100% of their assets in short-term fixed income securities. Such
securities include obligations of the U.S. Government and its agencies and
instrumentalities; commercial paper, bank certificates of deposit, repurchase
agreements, bankers acceptances, variable amount master demand notes and bank
money market deposit accounts. The Fund and the Underlying Funds may also hold
cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary
defensive position, they will not be pursuing their investment objective.

DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of the
Underlying Funds. Additional investment practices are described in "Investment
Policies of the Underlying Funds," the Statement of Additional Information and
the prospectus for each of the Underlying Funds.

The One Group(R) International Equity Index Fund

The One Group(R) International Equity Index Fund is an equity fund. The
objective of the fund is to provide investment results that correspond to the
aggregate price and dividend performance of the securities in the Gross
Domestic Product Weighted Morgan Stanley Capital International Europe,
Australia and Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP Index").(1)
Under 

- --------
(1)  "MSCI EAFE GDP Index" is a registered service mark of Morgan
     Stanley Capital International, which does not sponsor and is in no way
     affiliated with the fund.

                                                                               6

<PAGE>   184



normal conditions, the fund will invest substantially all of its assets in
foreign securities and at least 65% of the value of its total assets in foreign
equity securities, consisting of common stocks (including sponsored and
unsponsored American Depository Receipts ("ADRs")) and preferred stocks,
securities convertible into common stocks (only if they are listed on registered
exchanges or actively traded in the over-the-counter market), warrants and
depository receipts for such securities of issuers located in at least three
different countries. In attempting to duplicate the capital performance and
dividend income of the MSCI EAFE GDP Index, the fund will normally invest in the
stocks which comprise the Index and secondarily in stock index futures. It is
expected that cash reserve items normally will not exceed 10% of the fund's net
assets. The Fund may invest up to 10% of its net assets in securities of
emerging international markets such as Mexico, Brazil and Chile. A substantial
portion of the fund's assets will be denominated in foreign currencies.

The One Group(R) Large Company Growth Fund

The One Group(R) Large Company Growth Fund seeks long-term capital appreciation
and growth of income by investing primarily in equity securities. To achieve its
objective, the fund will, under normal market conditions, invest substantially
all, but in no event less than 65%, of the value of its total assets in equity
securities consisting of common stocks, warrants and any rights to purchase
common stocks. The weighted average capitalization of the companies in which the
fund invests will under normal market conditions always be in excess of the
market median capitalization of the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500 Index").(2) The fund may invest the remainder of its assets 
in any combination of nonconvertible fixed income securities, repurchase 
agreements, options and futures contracts.

The One Group(R) Large Company Value Fund

The One Group(R) Large Company Value Fund is an equity fund that seeks capital
appreciation with the incidental goal of achieving current income by investing
primarily in equity securities. The fund will invest in equity securities of
companies that are believed to be selling below their long-term intrinsic
investment values. Companies held will typically be large capitalization issuers
with current price/earnings and/or price/book ratios which are lower than that
of the general market as measured by the S&P 500 Index. In addition, the fund
may invest in stock of companies which have been analyzed to have breakup values
well in excess of current market values or which have uniquely undervalued
corporate assets. The general approach to purchasing stocks will emphasize
individual security selection. Macroeconomic data and industry profit forecasts
will be utilized to gauge the best sectors of the economy in which to be
positioned.

Under normal market conditions, the fund will invest at least 80% of the value
of its total assets in equity securities consisting of common stocks and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The remainder of the
fund's assets will be held in cash equivalents

The One Group(R) Growth Opportunities Fund

The One Group(R) Growth Opportunities Fund seeks growth of capital and,
secondarily, current income by investing primarily in equity securities. The
fund will invest in issues which are identified and selected based on the
potential to produce above-average earnings growth per share over a one-to-three
year period. It is expected that issuers will generally include established
companies with a history of above-average growth or companies that are expected
to enter periods of above-average growth, and smaller companies which are
positioned in emerging growth industries. The fund may invest in securities
listed on a stock exchange as well as those traded over-the-counter. At least
80% of the value of the fund's total assets will, under normal conditions, be
invested in equity securities consisting of common stocks and debt securities
and preferred stocks that are convertible into common stocks. The fund also may
enter into options and futures transactions. The remainder of the fund's assets
will be held in cash equivalents.

The One Group(R) Value Growth Fund

The One Group(R) Value Growth Fund seeks long-term capital growth and growth of
income while, as a secondary objective providing a moderate level of current
income. The fund pursues its objectives by investing primarily in a portfolio of
common stocks, debt securities, preferred stocks, convertible securities,
warrants, and other equity securities of companies that show the potential for
growth of earnings over time. Stock selection is guided by current valuation
relative to a stock's historical valuation and relative to the Adviser's
estimates of future growth of earnings and dividends. Accordingly, the Fund may
emphasize securities of companies that the Adviser believes are overlooked or
undervalued by investors, which fact should contribute to an increase in the
market value of the security over time.

- --------
   (2)  "Standard & Poor's 500" is a registered trademark of Standard & Poor's 
        Corporation, which does not sponsor and is in no way affiliated with 
        the fund.

                                                                               7

<PAGE>   185



The fund will ordinarily invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents.

The One Group(R) Gulf South Growth Fund

The One Group(R) Gulf South Growth Fund seeks long-term capital growth by
investing in a portfolio of equity securities of small-capitalization ,
emerging growth and medium capitalization companies, which are either
headquartered in or whose primary market is in the southeastern region of the
United States. The fund invests primarily in a portfolio of common stocks, debt
securities, preferred stocks, convertible securities, warrants and other equity
securities of such companies. The Adviser anticipates that the fund's portfolio
will normally consist of securities of approximately twenty-five to sixty
emerging growth companies from Virginia, North Carolina, South Carolina,
Florida, Georgia, Tennessee, Alabama, Mississippi, Arkansas, Louisiana, Kentucky
and Texas. It is expected that companies selected would generally have market
capitalizations ranging from $50,000,000 to $2,000,000,000, although the fund
may occasionally hold securities of companies whose market capitalizations are
considerably larger if doing so contributes to the fund's investment objective.

The fund will normally invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents, when the Adviser's
assessment of the attractiveness of the entire stock market and individual
market sectors changes.

Because the fund is non-diversified, its share price may be subject to greater
fluctuations as a result of changes in an issuer's financial condition or the
market's assessment of an individual issuer. In addition, smaller, less seasoned
companies may be subject to greater business risk than larger, established
companies.

The One Group(R) Income Equity Fund

The One Group(R) Income Equity Fund seeks current income through regular payment
of dividends with the secondary goal of achieving capital appreciation by
investing primarily in equity securities. The fund will make investments in an
attempt to keep its yield above the S&P 500 Index. Achieving such a yield will
be the primary consideration in selecting securities. Investments will be made
in common stocks of corporations which regularly pay dividends, although
continued payment of dividends cannot be assured. The fund will invest primarily
in stocks with favorable, long-term fundamental characteristics, but stocks of
companies that are out of favor in the financial community may also be
purchased.

The fund will under normal conditions invest at least 80% of the value of its
total assets in equity securities consisting of common stocks, and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Equity Index Fund

The One Group(R) Equity Index Fund seeks investment results that correspond to
the aggregate price and dividend performance of the securities on the S&P 500
Index. The fund will, in attempting to duplicate the capital performance and
dividend income of the S&P 500 Index, normally invest in many of the stocks
which comprise the S&P 500 Index and secondarily in stock index futures. Cash
reserves will not normally exceed 10% of the fund's net assets.

The Adviser generally selects stocks for the fund in the order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks. The
percentage of the fund's assets to be invested in each stock is approximately
the same as the percentage it represents in the S&P 500 Index. From time to
time, administrative adjustments may be made in the fund because of changes in
the composition of the S&P 500 Index, but such changes should be infrequent. The
fund will attempt to achieve a correlation between the performance of its
portfolio and that of the S&P 500 Index of at least 0.95, without taking into
account expenses. A correlation of 1.00 would indicate perfect correlation,
which would be achieved when the fund's net asset value, including the value of
its dividend and capital gains distributions, increases or decreases in exact
proportion to changes in the S&P 500 Index.



                                                                               8

<PAGE>   186



The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity and
stability of principal. The fund intends to comply with the regulations of the
Securities and Exchange Commission applicable to money market funds using the
amortized cost method for calculating net asset value. These regulations impose
certain quality, maturity and diversification restraints on investments by the
fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days or
less.

The One Group(R) Disciplined Value Fund

The One Group(R) Disciplined Value Fund seeks capital appreciation with the
secondary goal of achieving current income by investing primarily in equity
securities. The fund will invest in equity securities with below-market average
price-to-earnings and price-to-book value ratios. The issuer's soundness and
earnings prospects will also be considered. Although capital appreciation is the
primary purpose for investing in the security, all common stocks must be paying
a current dividend to shareholders to be eligible for purchase. While the
Adviser may sell fund securities in its discretion at any time, it is unlikely
to move toward elimination of the fund's holdings of a stock when the Adviser
determines that there is a fundamental change that impairs a company's ability
to pay dividends, or if the company's 12-month earnings per share comparison is
declining.

The fund will, under normal conditions, invest at least 80% of the value of its
total assets in equity securities consisting of common stocks and debt
securities and preferred stocks that are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Limited Volatility Bond Fund

The One Group(R) Limited Volatility Bond Fund seeks current income consistent
with preservation of capital through investment in high and medium-grade
fixed-income securities. The fund will normally invest at least 80% of total
assets in debt securities of all types with short to intermediate maturities.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between one and five years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one nationally recognized statistical rating
organization ("NRSRO") at the time of investment, or, if unrated, determined by
the Adviser to be of comparable quality. In addition, at least 65% of total
assets will consist of obligations issued by the U.S. government or its agencies
and instrumentalities, some of which may be subject to repurchase agreements.
The fund also may purchase taxable or tax-exempt municipal securities. Up to 20%
of the fund's total assets may be invested in preferred stocks.

The One Group(R) Intermediate Bond Fund

The One Group(R) Intermediate Bond Fund seeks current income consistent with the
preservation of capital through investments in high and medium-grade
fixed-income securities with intermediate maturities. The fund will normally
invest at least 80% of total assets in debt securities of all types. Under
normal market conditions, it is anticipated that the fund's average weighted
maturity will range between three and ten years. At least 65% of the fund's
total assets will consist of bonds rated in one of the three highest rating
categories by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. However, the Adviser
reserves the right to invest in more speculative debt securities if they present
attractive opportunities and are rated in the fourth highest rating category by
at least one NRSRO at the time of investment or, if unrated, determined by the
Adviser to be of comparable quality. In addition, at least 50% of total assets
will consist of obligations issued by the U.S. government or its agencies and
instrumentalities, some of which may be subject to repurchase agreements. The
fund also may purchase taxable or tax-exempt municipal securities. Up to 20% of
the fund's total assets may be invested in preferred stocks.

The One Group(R) Income Bond Fund

The One Group(R) Income Bond Fund seeks current income by investing in a
portfolio of high and medium-grade fixed-income securities. The fund will
normally invest at least 80% of total assets in debt securities of all types.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between five and fifteen years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one NRSRO at the time of investment, or, if
unrated, determined by the Adviser to be of comparable quality. However, the
Adviser reserves the right to invest in more speculative debt securities if they
present attractive opportunities and are rated in the fourth highest rating
category by at least one NRSRO at the time of investment, or, if unrated,
determined by the Adviser to be of comparable quality. The fund also may
purchase taxable or tax-exempt municipal securities. Up to 20% of the fund's
total assets may be invested in preferred stocks.



                                                                               9

<PAGE>   187



The One Group(R) Government Bond Fund

The One Group(R) Government Bond Fund seeks a high level of current income with
liquidity and safety of principal. The fund seeks to achieve its objective
principally through investment in securities issued by the U.S. government and
its agencies and instrumentalities. At least 65% of the total assets of the fund
will be invested in obligations guaranteed as to principal and interest by the
U.S. government or its agencies and instrumentalities, some of which may be
subject to repurchase agreements, and other securities representing an interest
in or collateralized by mortgages that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The balance of the fund's assets
may be invested in debt securities and taxable or tax-exempt municipal
securities. The average weighted remaining maturity of the fund is expected to
be between three and fifteen years.

The One Group(R) Ultra Short-Term Income Fund

The One Group(R) Ultra-Short Term Income Fund seeks a high level of current
income consistent with low volatility of principal by investing in a diversified
portfolio of short-term investment grade securities. The fund will normally
invest at least 80% of its total assets in debt securities of all types,
including money market instruments. In addition, up to 20% of the fund's total
assets may be invested in other securities, including preferred stock. The fund
will invest in adjustable rate mortgage pass-through securities and other
securities representing an interest in or collateralized by mortgages with
periodic interest rate resets, some of which may be subject to repurchase
agreements. These securities often are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the fund also may
purchase mortgage-backed securities that are issued by non-governmental
entities. Such securities may or may not have private insurer guarantees as to
timely payments. The fund also may purchase mortgage and interest rate swaps and
interest rate floors and caps. The fund also may employ other investment
techniques to enhance returns, such as loans of fund securities, mortgage dollar
rolls, repurchase agreements, options contracts and reverse repurchase
agreements.

The Fund will maintain a maximum duration of approximately two years. Under
normal interest rate conditions, the Fund's actual duration is expected to be in
a range of approximately six months to one year.

RISK FACTORS

The investments of the Fund are concentrated in the Underlying Fund, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest in Underlying Funds which concentrate their assets
in certain industries. Under certain circumstances, this could result in the
Fund being concentrated in those industries. If this were to occur, the Adviser
would consider whether to maintain or change the Fund's investments in such
Underlying Funds.

Special Risks of Investing in Equity Funds

Changes in the value of an equity fund's portfolio securities will not affect
cash income, if any, derived from these securities but will affect the fund's
net asset value. Because equity funds invest primarily in equity securities,
which fluctuate in value, the funds' shares also will fluctuate in value. In
addition, certain investment management techniques that the funds may use, such
as the purchase and sale of futures, options and forward commitments, could
expose the funds to potentially greater risk of loss than more traditional
equity investments.

Special Risks of Investing in Fixed-Income Funds

The market value of a fund's fixed-income investments will change in response to
interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are also
subject to greater market fluctuations as a result of changes in interest rates.
Changes by recognized agencies in the rating of any fixed-income security and in
the ability of an issuer to make payments of interest and principal also affect
the value of these investments. Except under condition of default, changes in
the value of fixed-income securities will not affect cash income derived from
these securities but will affect the funds' net asset value.



                                                                              10

<PAGE>   188



Special Risks of Investing in Index Funds

Because of the funds' investment objectives, securities may be purchased,
retained and sold by the funds when such transactions would not be consistent
with traditional investment criteria. Accordingly, an investor is exposed to a
greater risk of loss (and a correspondingly greater prospect of gain) from
fluctuations in the value of such securities than would be the case if the funds
were not fully invested in such securities. In addition, the Adviser may
eliminate one or more securities or elect not to increase the funds' position in
such securities notwithstanding the continued listing of such securities on the
relevant index in the following circumstances: (i) the stock is no longer
publicly traded; or (ii) an unexpected adverse development occurs with respect
to a company such as bankruptcy or insolvency. As a result of these risk
factors, the share price of an index fund is expected to be volatile, and
investors should be able to sustain sudden, sometimes substantial, fluctuations
in the value of their investment.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and other
factors affecting the profitability of companies. Therefore, the stock price of
smaller capitalization companies may be subject to greater price fluctuations
than that of larger, established companies. Due to these and other risk factors,
the price movement of the securities held by the funds may be volatile and the
net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage-Related Securities

Some of the funds invest in mortgage-related securities, such as mortgage-backed
securities, adjustable rate mortgage loans ("ARMs"), fixed rate mortgage loans,
and mortgage dollar rolls. The investment characteristics of mortgage-related
securities differ from traditional debt securities. These differences can result
in significantly greater price and yield volatility than is the case with
traditional fixed-income securities. The major differences typically include
more frequent interest and principal payments, usually monthly, the
adjustability of interest rates, and the possibility that prepayments of
principal may be made at any time. Prepayment rates are influenced by changes in
current interest rates and a variety of economic, geographic, social, and other
factors. During periods of declining interest rates, prepayment rates can be
expected to accelerate. Under certain interest rate and prepayment rate
scenarios, a fund may fail to recoup fully its investment in mortgage-related
securities notwithstanding a direct or indirect governmental or agency
guarantee. The funds intend to use hedging techniques to control this risk. In
general, changes in the rate of prepayments on a mortgage-related security will
change that security's market value and its yield to maturity. When interest
rates fall, high prepayments could force a fund to reinvest principal at a time
when investment opportunities are not attractive. Thus, mortgage-related
securities may not be an effective means for a fund to lock in long-term
interest rates. Conversely, during periods when interest rates rise, slow
prepayments could cause the average life of the security to lengthen and the
value to decline more than anticipated.


HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums may

                                                                              11

<PAGE>   189



be waived at the Distributor's discretion.  Investors may purchase up to a 
maximum of $250,000 of Class B shares per individual purchase order.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and any
bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For additional
details regarding eligibility, call the Distributor at 1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or other
negotiable bank instrument or money order) payable to "The One Group(R)," to
State Street Bank and Trust Company (the Trust's Transfer Agent and Custodian),
P.O. Box 8500, Boston, MA 02266-8500. Subsequent purchases of shares may be made
at any time by mailing a check to the Transfer Agent. Account Application Forms
are available through the Distributor by calling 1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans, other
than Individual Retirement Accounts, are made by an institutional investor
and/or other intermediary on behalf of an investor (each also a "Shareholder
Servicing Agent"). The Shareholder Servicing Agent may require an investor to
complete forms in addition to the Account Application Form and to follow
procedures established by the Shareholder Servicing Agent. Such Shareholders
should contact their Shareholder Servicing Agents regarding purchases, exchanges
and redemptions of shares. See "Additional Information Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible to
make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the Fund
from their bank, savings and loan or other depository institution accounts. The
minimum initial and subsequent investments must be $25 under the Systematic
Investment Plan, which minimum may be waived at the discretion of the
Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to defer
taxes while helping them build their retirement savings.

The One Group Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and Class
B shares, and the investor could be liable for any fees or expenses incurred by
the Trust. Federal funds are monies credited to a bank's account with a Federal
Reserve Bank. The purchase price of shares of the Fund is the net asset value
next determined after a purchase order is effected plus any applicable sales
charge (the "offering price"). The net asset value per share of the Fund is
determined by dividing the total market value of the Fund's investments and
other assets allocable to a class, less any liabilities allocable to that class,
by the total number of outstanding shares of such class. Net asset value per
share is determined daily as of

                                                                              12

<PAGE>   190



4:00 p.m., eastern time, on each Business Day. For a further discussion of the
calculation of net asset value, see the Statement of Additional Information.
Shares may also be issued in transactions involving the acquisition by the Fund
of securities held by collective investment funds sponsored and administered by
affiliates of the Adviser. Purchases will be made in full and fractional shares
of the Fund calculated to three decimal places. Although the methodology and
procedures are identical, the net asset value per share of classes within the
Fund may differ because the distribution expenses charged to Class A shares and
Class B shares are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the Trust's
Transfer Agent nor the Trust will be responsible for any loss, liability, cost
or expense for acting upon telephone or wire instructions, and the investor will
bear all risk of loss. The Trust will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, including requiring a
form of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. If such procedures are not
employed, the Trust may be liable for any losses due to unauthorized or
fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants and
Class B shares that are offered to investors in certain retirement plans such as
401(k) and similar plans, other than Individual Retirement Accounts, will
normally be held in the name of the Shareholder Servicing Agent effecting the
purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by a
Shareholder Servicing Agent, should contact the Shareholder Servicing Agent to
accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------              --------              --------------

<S>                                          <C>                      <C>                      <C>  
less than $100,000                              4.50%                    4.71%                    4.05%
$100,000 but less than $250,000                 3.50%                    3.53%                    3.05%
$250,000 but less than $500,000                 2.50%                    2.36%                    2.05%
$500,000 but less than $1,000,000               2.00%                    2.04%                    1.60%
$1,000,000 or more                              0.00%                    0.00%                    0.00%
</TABLE>

The commissions shown in the table apply to sales through financial institutions
and intermediaries. Under certain circumstances, the Distributor will use its
own funds to compensate financial institutions and intermediaries in amounts
that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or outside
the United States, and additional compensation in an amount up to 1.00% of the
offering price of Class A shares of the Fund for sales of $1 million to $5
million, and 0.50% for sales over $5 million. A Shareholder who purchases $1
million or more of Class A shares and is not assessed a sales charge at the time
of purchase, will be assessed a sales charge equivalent to 1% of the purchase
price if such Shareholder redeems any or all of the Class A shares prior to the
first anniversary of purchase. Under certain circumstances, commissions up to
the amount of the entire sales charge will be reallowed to financial
institutions and intermediaries, which might then be deemed to be "underwriters"
under the Securities Act of 1933.


                                                                              13

<PAGE>   191



RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class A
shares, a "single purchaser" is entitled to cumulate current purchases with the
current value at the offering price of previously purchased Class A and Class B
shares of the Fund and other eligible funds of the Trust, other than the Trust's
money market funds, that are sold subject to a comparable sales charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing for
any one trust, estate or fiduciary account, including employee benefit plans
created under Sections 401 or 457 of the Internal Revenue Code of 1986, as
amended (the "Code"), and including related plans of the same employer. To be
entitled to a reduced sales charge based upon shares already owned, the investor
must ask the Distributor for such reduction at the time of purchase and provide
the account number(s) of the investor, the investor and spouse, and their minor
children, and give the age of such children. The Fund may amend or terminate
this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000 in
Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between the
2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired through
the exercise of exchange privileges where a comparable sales charge has been
paid for exchanged shares; (iii) purchased by officers, directors or trustees,
retirees and employees (and their spouses and immediate family members) of the
Trust, of BANC ONE CORPORATION and its subsidiaries and affiliates, of the
Distributor and its subsidiaries and affiliates, or of an investment sub-adviser
of a fund of the Trust and such sub-adviser's subsidiaries and affiliates; (iv)
sold to affiliates of BANC ONE CORPORATION and certain accounts (other than
Individual Retirement Accounts) for which Authorized Financial Organizations act
in fiduciary, advisory, agency, custodial or similar capacities, or purchased by
investment advisers, financial planners or other intermediaries who have a
dealer arrangement with the Distributor, who place trades for their own accounts
or for the accounts of their clients and who charge a management, consulting or
other fee for their services, as well as clients of such investment advisers,
financial planners or other intermediaries who place trades for their own
accounts if the accounts are linked to the master account of such investment
adviser, financial planner or other intermediary; (v) purchased with proceeds
from the recent redemption of Fiduciary Class shares of a fund of the Trust or
acquired in an exchange of Fiduciary Class shares of a fund for Class A shares
of the same fund; (vi) purchased with proceeds from the recent redemption of
shares of a mutual fund (other than a fund of the Trust) for which a sales
charge was paid; (vii) purchased in an Individual Retirement Account with the
proceeds of a distribution from an employee benefit plan, provided that, at the
time of distribution, the employee benefit plan had plan assets invested in a
fund of the Trust; (viii) purchased with Trust assets; (ix) purchased in
accounts as to which a bank or broker-dealer charges an asset allocation fee,
provided the bank or broker-dealer has an agreement with the Distributor; (x)
directly purchased with the proceeds of a distribution on a bond for which a
BANC ONE CORPORATION affiliate bank or trust company is the Trustee or Paying
Agent; or (xi) purchased in connection with plans of reorganization of the Fund,
such as mergers, asset acquisitions and exchange offers to which the Fund is a
party.

                                                                              14

<PAGE>   192



An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from a
recent redemption or distribution as described in clauses (v), (vi), and (vii)
above will not be continued indefinitely and may be discontinued at any time
without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described below
under "The Distributor"). This ongoing fee will cause Class B shares to have a
higher expense ratio and to pay lower dividends than Class A shares. Class B
shares convert automatically to Class A shares after eight years, commencing
from the end of the calendar month in which the purchase order was accepted
under the circumstances and subject to the qualifications described in this
Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 4.00% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares, all
payments during a month are aggregated and deemed to have been made on the first
day of the month.

<TABLE>
<CAPTION>
                                                 CONTINGENT DEFERRED
                                                  SALES CHARGE AS A
          YEAR(S)                                   PERCENTAGE OF
          SINCE                                     DOLLAR AMOUNT
          PURCHASE                                SUBJECT TO CHARGE
          --------                                -----------------

         <S>                                       <C>  
          0-1                                       5.00%
          1-2                                       4.00%
          2-3                                       3.00%
          3-4                                       3.00%
          4-5                                       2.00%
          5-6                                       1.00%
          6-7                                       None
          7-8                                       None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class A
shares in the Shareholder's Fund account (unless the Shareholder elects to have
Class B shares redeemed first)

                                                                              15

<PAGE>   193



or shares representing capital appreciation, next of shares acquired pursuant to
reinvestment of dividends and capital gain distributions, and finally of other
shares held by the Shareholder for the longest period of time. This method
should result in the lowest possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a total
cost of $1,000) and prior to the second anniversary after purchase, the net
asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and not
to the increase in net asset value of $2 per share. Therefore, $400 of the $600
redemption proceeds is subject to a Contingent Deferred Sales Charge at a rate
of 4.00% (the applicable rate prior to the second anniversary after purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived: (i)
plans of reorganization of the Fund, such as mergers, asset acquisitions and
exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge, fee
or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B shares
in a Shareholder's Fund account (other than those in the sub-account) convert to
Class A shares, a pro-rata portion of the Class B shares in the sub-account will
also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the funds
of the Trust during the eight-year period, the Trust will aggregate the holding
periods for the shares of each fund of the Trust for purposes of calculating
that eight-year period. Because the per share net asset value of the Class A
shares may be higher than that of the Class B shares at the time of conversion,
a Shareholder may receive fewer Class A shares than the number of Class B shares
converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

Class A Shareholders may exchange their shares for Fiduciary Class shares of the
Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares of
the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares, except
as provided below. The Trust does not impose a charge for processing exchanges
of shares. If a Shareholder seeks to exchange Class A shares of a fund that does
not impose a sales charge for Class A shares of a fund that does or the fund
being exchanged into has a higher sales charge, the Shareholder will be required
to pay a sales charge in the amount equal to the difference between the sales
charge applicable to the fund into which the shares are being exchanged and any
sales charges previously paid for the exchanged shares, including any sales
charges incurred on any earlier exchanges of the shares (unless such sales
charge is otherwise waived, as provided in "Other

                                                                              16

<PAGE>   194



Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares of
any other fund of the Trust on the basis of the net asset value of the exchanged
Class B shares, without the payment of any Contingent Deferred Sales Charge that
might otherwise be due upon redemption of the outstanding Class B shares. The
newly acquired Class B shares will be subject to the higher Contingent Deferred
Sales Charge of either the fund from which the shares were exchanged or the fund
into which the shares were exchanged. With respect to outstanding Class B shares
as to which previous exchanges have taken place, "higher Contingent Deferred
Sales Charge" shall mean the higher of the Contingent Deferred Sales Charge
applicable to either the fund the shares are exchanging into or any other fund
from which the shares previously have been exchanged. For purposes of computing
the Contingent Deferred Sales Charge that may be payable upon a disposition of
the newly acquired Class B shares, the holding period for outstanding Class B
shares of the fund from which the exchange was made is "tacked" to the holding
period of the newly acquired Class B shares. For purposes of calculating the
holding period applicable to the newly acquired Class B shares, the newly
acquired Class B shares shall be deemed to have been issued on the date of
receipt of the Shareholder's order to purchase the outstanding Class B shares of
the fund from which the initial exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable Contingent
Deferred Sales Charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O. Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less; (ii)
the redemption check is payable to the Shareholder(s) of record; and (iii) the
redemption check is mailed to the Shareholder(s) at the address of record. The
Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the

                                                                              17

<PAGE>   195



Transfer Agent at 1-800-480-4111, provided that the Shareholder has elected the
telephone redemption privilege in writing to the Distributor, or to the
Shareholder Servicing Agent, if applicable. The Transfer Agent may reduce the
amount of a wire redemption payment by its then-current wire redemption charge,
which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the Transfer
Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends and
distributions must be reinvested in shares of the Fund. Purchases of additional
Class A or Class B shares while the Systematic Withdrawal Plan is in effect are
generally undesirable because a sales charge is incurred whenever purchases are
made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date the redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the previous
withdrawal under the Systematic Withdrawal Plan, the principal balance invested
will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of proceeds
may be delayed for 15 or more days until payment has been collected for the
purchase of such shares. The Fund intends to pay cash for all shares redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the value
of the shares in his or her account is less than the minimum amount and will be
allowed 60 days to make an additional investment in the Fund in an amount which
will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.


FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or guaranteed
by BANC ONE CORPORATION or its bank or non-bank affiliates. The Trust's shares
are not insured or guaranteed by the Federal Deposit Insurance Corporation
("FDIC") or by any other governmental agency or government sponsored agency of
the Federal government or any state.


                                                                              18

<PAGE>   196



The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
its proportionate share of investment advisory fees paid by those funds. The
Underlying Funds pay the Adviser an advisory fee at the following rates:

<TABLE>
        <S>                                                           <C> 
         The One Group Prime Money Market Fund                        .27%
         The One Group Limited Volatility Bond Fund                   .30%
         The One Group Intermediate Bond Fund                         .30%
         The One Group Income Bond Fund                               .40%
         The One Group Government Bond Fund                           .45%
         The One Group Ultra-Short Term Income Fund                   .40%
         The One Group Disciplined Value Fund                         .74%
         The One Group International Equity Index Fund                .55%
         The One Group Large Company Growth Fund                      .74%
         The One Group Large Company Value Fund                       .74%
         The One Group Growth Opportunities Fund                      .74%
         The One Group Value Growth Fund                              .65%
         The One Group Gulf South Growth Fund                         .65%
         The One Group Income Equity Fund                             .74%
         The One Group Equity Index Fund                              .10%
</TABLE>

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned subsidiary
of the BISYS Group, Inc., and the Trust are parties to a distribution agreement
(the "Distribution Agreement") under which shares of the Fund are sold on a
continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of the
fees payable under the Plan may be used as compensation for Shareholder services
by the Distributor and/or financial institutions and intermediaries. All such
fees that may be paid under the Plan will be paid pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The Distributor may apply these fees toward: (i)
compensation for its services in connection with distribution assistance or
provision of Shareholder services; or (ii) payments to financial institutions
and intermediaries such as banks (including affiliates of the Advisor), savings
and loan associations, insurance companies, investment counselors,
broker-dealers, and the Distributor's affiliates and subsidiaries, as
compensation for services or reimbursement of expenses incurred in connection
with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class B
Plan") at an annual rate of 1.00% of the Fund's average daily net assets, which
includes Shareholder servicing fees of .25% of the Fund's average daily net
assets.


                                                                              19

<PAGE>   197



Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Advisor or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with comparable
transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record owner
of shares for the account of its customers may impose separate fees for account
services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust, pursuant
to an agreement between the Administrator and the Adviser. Pursuant to this
agreement, the Adviser performs many of the Administrator's duties, for which
the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion, and .05% of
the Fund's average daily net assets when Fund assets exceed $1 billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust. Coopers & Lybrand L.L.P. serves as
the independent accountants of the Trust.


OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration of
Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to offer
separate funds and different classes of each fund. All consideration received by
the Trust for shares of any fund and all assets of such fund belong to that fund
and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses.


                                                                              20

<PAGE>   198



The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not also
borne by the other classes of shares of the Fund in proportion to the relative
net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund shall
have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ from
the interests of any other class. However, all fund Shareholders will have equal
voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain circumstances. In
addition, a Trustee may be elected or removed by the remaining Trustees or by
Shareholders at a special meeting called upon written request of Shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the Shareholders requesting the meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly distributions
level from the Fund may be fixed from time to time at rates consistent with the
Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500, and
will become effective with respect to dividends and distributions having record
dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions paid
in cash.

Class B shares received as dividends and capital gains distributions at net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Feature."

Dividends and distributions of the Fund are paid on a per-share basis. The value
of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even though
such distribution would, in effect, represent a return of the Shareholder's
investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

                                                                              21

<PAGE>   199



SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate for the Fund will not exceed 80%.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed without
the consent of the holders of a majority of the Fund's outstanding shares. The
term "majority of the outstanding shares" means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if more that 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the Fund's outstanding shares, whichever is less.

The Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, securities of regulated
investment companies, and if consistent with the Fund's investment objective
and policies, repurchase agreements involving such securities) if as a result
more than 25% of the total assets of the Fund would be invested in the
securities of such issuer. This restriction applies to 50% of the Fund's total
assets. With respect to the remaining 50% of its total assets, the Fund may not
purchase the securities of any issuer if as a result more than 5% of the total
assets of the Fund would be invested in the securities of such issuer. For
purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would be
considered the issuer.
        
2. Purchase any securities that would cause more than 25% of the total assets of
the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for investments
in funds of The One Group(R), provided that this limitation does not apply to
investments in obligations issued or guaranteed by the U.S. government or its
agencies and instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation (i) utilities will be divided
according to their services (for example, gas, gas transmission, electric and
telephone will each be considered a separate industry); and (ii) wholly-owned
finance companies will be considered to be in the industries of their parents if
their activities are primarily related to financing the activities of their
parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information. For the investment limitations of the Underlying Funds, see the
applicable prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Policies of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary defensive purposes. For a more detailed
description, see the Statement of Additional Information or the prospectuses of
the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special

                                                                              22

<PAGE>   200



account at a custodian bank. Receipts include Treasury Receipts ("TRS"),
Treasury Investment Growth Receipts ("TIGRS"), and Certificates of Accrual on
Treasury Securities ("CATS").

CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDs") are negotiable
interest bearing instruments with a specific maturity. CDs are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time deposit
("TD") earns a specified rate of interest over a definite period of time;
however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial bank.
Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific types
of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the full
faith and credit of the U.S. Treasury; others, such as the Federal National
Mortgage Association ("Fannie Mae"), are supported by the credit of the
instrumentality and have the right to borrow from the U.S. Treasury; others are
supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period of
years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The funds bear a risk of loss in the event the other party
defaults on its obligations and the funds are delayed or prevented from their
right to dispose of the collateral securities or if the funds realize a loss on
the sale of the collateral securities.

REVERSE REPURCHASE AGREEMENTS - The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.


                                                                              23

<PAGE>   201
DEMAND FEATURES - The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a fixed
period (usually seven days) following a demand by the funds. The purpose of
engaging in transactions involving puts is to maintain flexibility and liquidity
to permit the funds to meet redemption requests and remain as fully invested as
possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to reinvest
the proceeds from the securities at a lower rate. Potential market gains on a
security subject to prepayment risk may be more limited than potential market
gains on a comparable security that is not subject to prepayment risk. Under
certain interest rate and prepayment rate scenarios, the funds may fail to
recoup fully their investment in asset-backed securities. Asset-backed
securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS - The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts ("GICs"),
while those issued by banks are referred to as Bank Investment Contracts
("BICs"). Pursuant to such agreements, the funds make cash contributions to a
deposit account at a bank or insurance company. The bank or insurance company
then credits to the funds on a monthly basis guaranteed interest at either a
fixed, variable or floating rate. These contracts are general obligations of the
issuing bank or insurance company and are paid from the general assets of the
issuing entity. The funds will purchase short-term funding agreements only from
banks and insurance companies which, at the time of purchase, are rated "A" or
the equivalent by at least one NRSRO and have assets of $1 billion or more.
Generally, there is no active secondary market in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New York
Shares. There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRs.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by non-governmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest in
mortgage-backed securities issued by non-government entities, which consist of
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage Investment
Conduits ("REMICs"). Mortgage-backed securities are in most cases "pass-through"
instruments, through which the holder receives a share of all interest and
principal payments from the mortgages underlying the certificate. Because the
prepayment characteristics of the underlying mortgages vary, it is not possible
to predict accurately the average life or realized yield of a particular issue
of pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the funds may have to
reinvest in securities with a lower yield. Moreover, prepayment of mortgages
which underlie securities purchased at a premium could result in capital losses.

STRIPPED MORTGAGE-BACKED SECURITIES--The funds may, to enhance revenues or hedge
against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multi-class mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies or
instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool of
mortgage assets. A common type of SMBS will have one class receiving all of the
interest from the mortgage assets ("IOs"), while the other class will receive
all of the principal ("POs"). If the underlying mortgage assets experience
greater than anticipated prepayments of principal, the funds may fail to fully
recoup their initial investment in these securities. Although the market for
such securities is increasingly liquid, certain SMBS may not be readily
marketable and will be considered illiquid for purposes of the funds'
limitations on investments in illiquid securities. The market value of the class
consisting entirely of principal payments generally is unusually volatile in
response to changes in interest rates.

MORTGAGE DOLLAR ROLLS--The funds may enter into mortgage "dollar rolls" in which
the funds sell securities for delivery in the current month and simultaneously
contract with the same counterparty to repurchase similar (same type, coupon and
maturity) but not identical securities on a specified future date. The funds
benefit to the extent of any difference between the price received for the

                                                                              24
<PAGE>   202
securities sold and the lower forward price for the future purchase (often
referred to as the "drop") or fee income plus the interest earned on the cash
proceeds of the securities sold until the settlement date of the forward
purchase. Unless such benefits exceed the income, capital appreciation and gain
or loss due to mortgage prepayments that would have been realized on the
securities sold as part of the mortgage dollar roll, the use of this technique
will diminish the investment performance of the funds compared with what such
performance would have been without the use of mortgage dollar rolls.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates and
have original terms to maturity ranging from 5 to 40 years. The funds may invest
in fixed rate mortgage loans that are privately issued and are not issued or
guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may lend
up to 33% of the securities in which they are invested pursuant to agreements
requiring that the loan be continuously secured by cash, securities of the U.S.
government or its agencies, shares of an investment trust or mutual fund or any
combination of cash and such securities as collateral equal at all times to at
least 100% of the market value plus accrued interest on the securities lent. The
funds will continue to receive interest on the securities lent while
simultaneously seeking to earn interest on the investment of cash collateral in
U.S. government securities, shares of an investment trust or mutual fund, or
other short-term, highly liquid investments. Collateral is marked to market
daily to provide a level of collateral at least equal to the market value of the
securities lent. There may be risks of delay in recovery of the securities or
even loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will only be made to borrowers deemed by the Adviser
to be of good standing under guidelines established by the Trust's Board of
Trustees and when, in the judgment of the Adviser, the consideration which can
be earned currently from such securities loans justifies the attendant risk. The
funds will enter into loan arrangements only with counterparties which the
Adviser has deemed to be creditworthy under guidelines established by the Board
of Trustees. Loans are subject to termination by the funds or the borrower at
any time, and are therefore, not considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling on
interest rate changes. There is a risk that the current interest rate on such
obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The funds
may purchase securities on a when-issued basis when deemed by the Adviser to
present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than that
available in the market at delivery. When the Adviser purchases a when-issued
security, the Custodian will set aside cash or liquid securities to satisfy the
purchase commitment. The funds generally will not pay for such securities or
earn interest on them until received. In a forward commitment transaction, the
funds contract to purchase securities for a fixed price at a future date beyond
customary settlement time. The funds are required to hold and maintain in a
segregated account until the settlement date, cash, U.S. government securities
or liquid high-grade debt obligations in an amount sufficient to meet the
purchase price. Alternatively, the funds may enter into offsetting contracts for
the forward sale of other securities that they own. The purchase of securities
on a when-issued or forward commitment basis involves a risk of loss if the
value of the security to be purchased declines prior to the settlement date.

OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. There are
risks associated with options transactions, including the following: (i) the
success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
funds and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the funds will receive a premium when they
write covered call options, they may not participate fully in a rise in the
market value of the underlying security. It is expected that the funds will only
engage in option transactions with respect to permitted investments and related
indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC")

                                                                              25
<PAGE>   203



if, to the extent that such futures and options are not for "bona fide hedging
purposes" (as defined by the CFTC), the aggregate initial margin and premiums on
such positions (excluding the amount by which options are in the money) do not
exceed 5% of the funds' total assets at current value. Options and futures can
be volatile instruments, and involve certain risks. If the Adviser applies a
hedge at an inappropriate time or judges interest rates incorrectly, options and
futures strategies may lower a fund's return. The funds could also experience
losses if the prices of their options and futures positions were poorly
correlated with their other instruments, or if they could not close out their
positions because of an illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter into
swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate swap,
a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate payments.
Currency swaps involve the exchange of respective rights to make or receive
payments in specified currencies. Mortgage swaps are similar to interest rate
swaps in that they represent commitments to pay and receive interest. The
notional principal amount, however, is tied to a reference pool or pools of
mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter options
transactions, and may involve investment risks that are similar to those
associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be developed
to the extent consistent with their investment objective, policies and
restrictions and the regulatory requirements applicable to investment companies.
These various products may be used to adjust the risk and return characteristics
of the funds' portfolio of investments. These various products may increase or
decrease exposure to security prices, interest rates, commodity prices, or other
factors that affect security values, regardless of the issuer's credit risk. If
market conditions do not perform consistent with expectations, the performance
of the funds would be less favorable than it would have been if these products
were not used. In addition, losses may occur if counterparties involved in
transactions do not perform as promised. These products may expose the funds to
potentially greater return as well as potentially greater risk of loss than more
traditional fixed-income investments.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae, Ginnie
Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations, and
other business entities whose interest and/or principal payments are indexed to
certain specific foreign currency exchange rates, interest rates, or one or more
other reference indices. Structured instruments frequently are assembled in the
form of medium-term notes, but a variety of forms are available. Structured
instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured instruments
may be less liquid than other debt securities, and the price of structured
instruments may be more volatile. If the value of the reference index changes in
a manner other than that expected by the Adviser, principal and/or interest
payments on the structured instrument may be substantially less than expected.
In addition, although structured instruments may be sold in the form of a
corporate debt obligation, they may not have some of the protection against
counterparty default that may be available with respect to publicly traded debt
securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal

                                                                              26

<PAGE>   204



securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or certain
segments thereof, or may materially affect the credit risk with respect to
particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent that
its interest rate varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher degree of leverage inherent in inverse
floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated A-1+
are those with an "overwhelming degree" of credit protection. Those rated A-1
reflect a "very strong" degree of safety regarding timely payment. Those rated
A-2 reflect a high degree of safety regarding timely payment but not as high as
A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second
highest commercial paper rating assigned by Fitch which reflects an assurance of
timely payment only slightly less in degree than the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by ample asset protection. Risk
factors are minor. Paper rated Duff-2 is regarded as having good certainty of
timely payment, good access to capital markets and sound liquidity factors and
company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are supported
by a strong capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.

Standard & Poor's Rating Services

Investment Grade
- ----------------

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity

                                                                              27

<PAGE>   205



to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher categories.

Non-Investment Grade
- --------------------

Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB rated
category is also used for debt subordinated to senior debt that is assigned an
actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also will
be used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.

Moody's Investor Service, Inc.

Investment Grade
- ----------------

Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long-term risks appear somewhat larger than in Aaa securities. Bonds that are
rated A possess many favorable investment attributes and are to be considered as
upper-medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

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


                                                                              28

<PAGE>   206



Changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------
Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other marked
shortcomings. C is the lowest rating. Bonds in this category have extremely poor
prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless the
Adviser determines that such securities are the equivalent of investment grade
securities. Securities that have received different ratings from more than one
agency are considered investment grade if at least one agency has rated the
security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2 are
of high quality. Margins of protection are ample although not so large as in the
preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

o        Amortization schedule (the larger the final maturity relative to other
         maturities the more likely it will be treated as a note).

o        Source of Payment (the more dependent the issue is on the market for
         its refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.


MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to the
annualized income generated by an investment in the Fund over a specified 30-day
period. The yield is calculated by assuming that the income generated by the
investment during that period is generated over a one-year period and is shown
as a percentage of the investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.


                                                                              29

<PAGE>   207



Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return and
is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares and
Class B shares because Fiduciary Class shares are not subject to sales charges
and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that may
assume investment of dividends but do not reflect deductions for administrative
and management costs. In addition, the performance of each class of the Fund may
be compared to other funds or to relevant indices that may calculate total
return without reflecting sales charges; in which case, the Fund may advertise
its total return in the same manner. If reflected, sales charges would reduce
these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund or
its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing in
the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as ordinary
income whether received in cash or in additional shares, and any net capital
gains will be distributed at least annually and will be taxed to Shareholders as
long-term capital gains, regardless of how long the Shareholder has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable. The
Federal tax treatment of qualified retirement plans, as well as distributions
from such plans, is governed by specific provisions of the Code. If shares are
held by a retirement plan that ceases to qualify for tax-exempt treatment under
the Code or by an individual who has received such shares as a distribution from
a retirement plan, the Fund's distributions will be taxable to such plan or
individual as described in the preceding paragraph. Persons considering
directing the investment of their qualified retirement plan account in the Fund
and qualified retirement plan trusts considering purchasing such shares, should
consult their tax advisers for a more complete explanation of the Federal tax
consequences, and for an explanation of the state, local and (if applicable)
foreign tax consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.


                                                                              30

<PAGE>   208



Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's investments
in U.S. government obligations may not be entitled to the exemptions from state
and local income taxes that would be available if the Shareholder had purchased
U.S. government obligations directly. The Fund will inform Shareholders annually
of the percentage of income and distributions derived from U.S. government
obligations. Shareholders should consult their tax advisers regarding the state
and local tax treatment of the dividends received from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be a
taxable event to such Shareholder.




                                                                              31

<PAGE>   209







                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              32

<PAGE>   210













                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              33

<PAGE>   211

















                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              34

<PAGE>   212


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C.  20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215


TOG-F-119


                                                                              35

<PAGE>   213
The One Group(R) Investor Balanced Fund                               PROSPECTUS

Investment Adviser:   BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Balanced Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INVESTOR BALANCED FUND (THE "FUND") SEEKS HIGH TOTAL RETURN
CONSISTENT WITH THE PRESERVATION OF CAPITAL BY INVESTING PRIMARILY IN A
DIVERSIFIED GROUP OF ONE GROUP MUTUAL FUNDS WHICH INVEST PRIMARILY IN EQUITY
AND FIXED INCOME SECURITIES.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term 
investors.

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996





<PAGE>   214
TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                     <C>
SUMMARY                                                                                                 3
ABOUT THE FUND                                                                                          4
  Expense Summary                                                                                       4
  The Fund                                                                                              5
  Investment Objective                                                                                  6
  Investment Policies                                                                                   6
HOW TO DO BUSINESS WITH THE ONE GROUP(R)                                                                12
  How to Invest in The One Group(R)                                                                     12
  Alternative Sales Arrangements                                                                        15
  Exchanges                                                                                             17
  Redemptions                                                                                           18
FUND MANAGEMENT                                                                                         19
  The Adviser                                                                                           19
  The Distributor                                                                                       20
  The Administrator                                                                                     21
  The Transfer Agent and Custodian                                                                      21
  Counsel and Independent Accountants                                                                   21
OTHER INFORMATION                                                                                       21
  The Trust                                                                                             21
  Other Investment Policies                                                                             23
  Description of Permitted Investments                                                                  23
  Description of Ratings                                                                                28
  Miscellaneous                                                                                         30
  Performance                                                                                           30
  Taxes                                                                                                 31
</TABLE>




<PAGE>   215
SUMMARY

THE ONE GROUP(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Investor Balanced Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks high total return consistent
with the preservation of capital by investing primarily in a diversified group
of One Group mutual funds which invest primarily in equity and fixed income
securities. See "Investment Objective." Shares of the Fund are available to tax
advantaged retirement accounts and other persons investing for long-term
investment purposes. The Fund should not be used for short-term trading
purposes. There is no assurance that the Fund will achieve its investment
objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
40% to 60% of its assets in Underlying Funds which invest primarily in equity
securities, 40 to 60% in Underlying Funds which invest primarily in
fixed-income securities, and up to 10% in Money Market Funds. The Fund will
normally allocate its assets among the Underlying Funds according to the
Adviser's outlook for the economy, financial markets and relative market
valuation of the Underlying Funds. The Adviser may vary the allocation within
the above ranges. There is no assurance that the Fund will achieve its stated
objective

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
                       Underlying Fund                                Type of Investments
                       ---------------                                -------------------
         <S>                                                           <C>
         The One Group(R)Prime Money Market Fund                       Money Market
         The One Group(R)Limited Volatility Bond Fund                  Fixed Income
         The One Group(R)Intermediate Bond Fund                        Fixed Income
         The One Group(R)Income Bond Fund                              Fixed Income
         The One Group(R)Government Bond Fund                          Fixed Income
         The One Group(R)Ultra Short-Term Income Fund                  Fixed Income
         The One Group(R)Disciplined Fund                              Fixed Income
         The One Group(R)Disciplined Value Fund                        Equity
         The One Group(R)International Equity Index Fund               Equity
         The One Group(R)Large Company Growth Fund                     Equity
         The One Group(R)Large Company Value Fund                      Equity
         The One Group(R)Growth Opportunities Fund                     Equity
         The One Group(R)Value Growth Fund                             Equity
         The One Group(R)Gulf South Growth Fund                        Equity
         The One Group(R)Income Equity Fund                            Equity
         The One Group(R)Equity Index Fund                             Equity
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets
and the value of the Underlying Funds in which it invests. The Fund's
investment return is diversified by its investment in the Underlying Funds
which invest in growth and income stocks, foreign securities, debt securities,
and cash and cash equivalents. See page 7 for a complete description of
the Underlying Funds and page 23 for other investment policies.

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust.  The
Adviser is entitled to a fee for advisory services provided to the Trust.  The
Adviser may voluntarily agree to waive a part of its fees.  See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust.  The Administrator is entitled to a fee for
services provided to the Trust.  Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator.  See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee.  Bank One Trust Company, N.A.  serves as Sub-Custodian for the
Trust, for which services it receives a fee.  See "The Transfer Agent and
Custodian."

                                                                               3

<PAGE>   216



WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor
of the Trust's shares.  The Distributor is entitled to fees for distribution
services for the Class A and Class B shares.  No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund.  See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days").  See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month.  Any capital gains are distributed at
least annually.  Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash.  See "Dividends."


ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) INVESTOR BALANCED FUND

<TABLE>
<CAPTION>
                                                                                                       FIDUCIARY
                                                                     CLASS A           CLASS B           CLASS
                                                                     -------           -------           -----
<S>                                                                   <C>              <C>               <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                             4.50%            None              None
  (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge(2)                           None             5.00%             None
  (as a percentage of original purchase
  price or redemption proceeds, as applicable)                        None             None              None
Redemption Fees                                                       None             None              None
Exchange Fees                                                         None             None              None
ANNUAL OPERATING EXPENSES
  (as a percentage of average daily net assets)
Investment Advisory Fees                                              .05%             .05%              .05%
12b-1 Fees(after fee waiver)(3)                                       .25%            1.00%              None
Other Expenses                                                        .32%             .32%              .32%
TOTAL OPERATING EXPENSES(4)                                           .62%            1.37%              .37%
<FN>

(1)      A person who purchases shares through an account with a financial
         institution or broker/dealer may be charged separate transaction fees
         by the financial institution or broker/dealer. In addition, a wire
         redemption charge, currently $7.00, is deducted from the amount of a
         wire redemption payment made at the request of a Shareholder.

(2)      A person who purchases $1 million or more of Class A shares and is not
         assessed a sales charge at the time of purchase, will be assessed a
         sales charge equivalent to 1% of the purchase price if such purchaser
         redeems any or all of the Class A shares prior to the first
         anniversary of purchase.

(3)      Absent the voluntary waiver of fees under the Trust's Distribution and
         Shareholder Services Plan, 12b-1 fees (as a percentage of average
         daily net assets) would be .35% for Class A shares. The 12b-1 fees
         include a Shareholder servicing fee of .25% of average daily net
         assets of the Fund's Class B shares and may include a Shareholder
         servicing fee of .25% of the average daily net assets of the Fund's
         Class A shares. See "The Distributor."

(4)      Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
         Class A shares would be .72%.
</TABLE>

The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds, and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on
the current Underlying Fund prospectus). Certain of these expense ratios may
include a voluntary reduction of investment advisory fees.


                                                                               4

<PAGE>   217


<TABLE>
<CAPTION>
                                                                                    
                                                                                    
Name of Underlying Fund                             Expense Ratio                   
- -----------------------                             -------------                   
<S>                                                    <C>                          
The One Group(R)Prime Money Market Fund                 .47%                        
The One Group(R)Limited Volatility Bond Fund            .55%                        
The One Group(R)Intermediate Bond Fund                  .62%                        
The One Group(R)Income Bond Fund                        .64%                        
The One Group(R)Government Bond Fund                    .71%                        
The One Group(R)Ultra Short-Term Income Fund            .70%                        
The One Group(R)Disciplined Value Fund                  .99%                        
The One Group(R)International Equity Index Fund        1.22%                        
The One Group(R)Large Company Growth Fund               .98%                        
The One Group(R)Large Company Value Fund               1.00%                        
The One Group(R)Growth Opportunities Fund              1.06%                        
The One Group(R)Value Growth Fund                       .96%                        
The One Group(R)Gulf South Growth Fund                  .97%                        
The One Group(R)Income Equity Fund                     1.05%                        
The One Group(R)Equity Index Fund                       .31%                        
</TABLE>

After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for 
Class A shares is 1.41%, for Class B shares is 2.16% and for Fiduciary Class
shares is 1.16%.

On the basis of these estimated expenses, the following example illustrates the
expenses an investor would pay on a $1,000 investment in Class A and Fiduciary
Class shares of the Fund, assuming: (1) imposition of the maximum sales charge
for Class A shares; (2) 5% annual return; and (3) redemption at the end of each
time period.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS   
- -------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>               <C>              <C>
Class A                                                  $59             $88              $119             $206
Fiduciary Class                                          $12             $37              $ 64             $ 41
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                           1 YEAR         3 YEARS         5 YEARS          10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>             <C>              <C>
Class A                                                    $61            $94             $129             $229
Fiduciary Class                                            $13            $40             $ 70             $153
===================================================================================================================
</TABLE>

On the basis of the estimated expenses above, the following example illustrates
the expenses an investor would pay on $1,000 investment in Class B shares,
assuming: (1) deduction of the applicable maximum Contingent Deferred Sales
Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                           1 YEAR         3 YEARS         5 YEARS          10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>             <C>              <C>
Assuming a complete redemption at end of period            $72            $98             $136             $230
Assuming no redemption                                     $22            $68             $116             $230
</TABLE>

Absent a voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                           1 YEAR         3 YEARS         5 YEARS          10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>             <C>              <C>
Assuming a complete redemption at the end of the period    $73            $101             $142             $244
Assuming no redemption                                     $23            $ 71             $122             $244
===================================================================================================================
</TABLE>

Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

THE FUND

The One Group(R) Investor Balanced Fund ( the "Fund") is part of The One
Group(R) (the "Trust"), which is an open-end management investment company that
offers shares in 39 separate funds and different classes of certain of the
funds. The Trust was organized as a Massachusetts Business Trust on May 23,
1985. This Prospectus relates to Class A, Class B, and Fiduciary Class shares
of The One Group(R) Investor Balanced Fund. Each class of shares provides for
variations in distribution costs, voting rights, dividends and per share net
asset value pursuant to a multiple class plan (the "Multiple Class Plan")
adopted by the Board of Trustees of the Trust. Except for these differences
between classes, each share of the Fund represents an undivided, proportionate
interest in the Fund. The

                                                                               5

<PAGE>   218



Fund is a non-diversified mutual fund because it invests in the securities of a
limited number of Underlying Funds. However, the Underlying Funds are
diversified investment companies. The Information regarding the Trust's other
funds and their classes is contained in separate prospectuses which may be
obtained from the Trust's Distributor, The One Group(R) Services Company, 3435
Stelzer Road, Columbus, OH 43219, or by calling 1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks high total return consistent with the preservation of capital by
investing primarily in a diversified group of One Group mutual funds which
invest primarily in equity and fixed income securities.

The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares as
defined in the Statement of Additional Information.

There is no assurance that the Fund will meet its investment objective.

INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 40% to 60% of its assets in nine Underlying Funds of The
One Group which invest primarily in equity securities, 40% to 60% of its assets
in five Underlying Funds of The One Group which invest primarily in fixed
income securities, and up to 10% of its assets in one money market fund of The
One Group. The Fund will invest its assets in the Underlying Funds, within the
ranges indicated below.

<TABLE>
<CAPTION>
                                                                 Investment Range
         Investor Balanced Fund                             (Percent of Fund Assets)
         ----------------------                             ------------------------
         <S>                                                          <C>
         The One Group(R)Prime Money Market Fund                      0-10%
         The One Group(R)Limited Volatility Bond Fund                 0-50%
         The One Group(R)Intermediate Bond Fund                       0-50%
         The One Group(R)Income Bond Fund                             0-50%
         The One Group(R)Government Bond Fund                         0-50%
         The One Group(R)Ultra Short-Term Income Fund                 0-50%
         The One Group(R)Disciplined Value Fund                       0-20%
         The One Group(R)International Equity Index Fund              0-20%
         The One Group(R)Large Company Growth Fund                    0-40%
         The One Group(R)Large Company Value Fund                     0-50%
         The One Group(R)Growth Opportunities Fund                    0-20%
         The One Group(R)Value Growth Fund                            0-40%
         The One Group(R)Gulf South Growth Fund                       0-20%
         The One Group(R)Income Equity Fund                           0-40%
         The One Group(R)Equity Index Fund                            0-40%
</TABLE>


The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table above.

The Fund and the Underlying Funds are permitted for temporary defensive
purposes to invest up to 100% of their assets in short-term fixed income
securities. Such securities include obligations of the U.S. Government and its
agencies and instrumentalities; commercial paper, bank certificates of deposit,
repurchase agreements, bankers acceptances, variable amount master demand notes
and bank money market deposit accounts. The Fund and the Underlying Funds may
also hold cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary
defensive position, they will not be pursuing their investment objective.



                                                                               6

<PAGE>   219



DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of
the Underlying Funds. Additional investment practices are described in
"Investment Policies of the Underlying Funds," the Statement of Additional
Information and the prospectus for each of the Underlying Funds.

The One Group(R) International Equity Index Fund

The One Group(R) International Equity Index Fund is an equity fund. The
objective of the fund is to provide investment results that correspond to the
aggregate price and dividend performance of the securities in the Gross
Domestic Product Weighted Morgan Stanley Capital International Europe,
Australia and Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP Index")(1)
Under normal conditions, the fund will invest substantially all of its assets
in foreign securities and at least 65% of the value of its total assets in
foreign equity securities, consisting of common stocks (including sponsored and
unsponsored American Depository Receipts ("ADRs")) and preferred stocks,
securities convertible into common stocks (only if they are listed on
registered exchanges or actively traded in the over-the-counter market),
warrants and depository receipts for such securities of issuers located in at
least three different countries. In attempting to duplicate the capital
performance and dividend income of the MSCI EAFE GDP Index, the fund will
normally invest in the stocks which comprise the Index and secondarily in stock
index futures. It is expected that cash reserve items normally will not exceed
10% of the fund's net assets.  The Fund may invest up to 10% of its net assets
in securities of emerging international markets such as Mexico, Brazil and
Chile. A substantial portion of the fund's assets will be denominated in
foreign currencies.

The One Group(R) Large Company Growth Fund

The One Group(R) Large Company Growth Fund seeks long-term capital appreciation
and growth of income by investing primarily in equity securities. To achieve
its objective, the fund will, under normal market conditions, invest
substantially all, but in no event less than 65%, of the value of its total
assets in equity securities consisting of common stocks, warrants and any
rights to purchase common stocks. The weighted average capitalization of the
companies in which the fund invests will under normal market conditions always
be in excess of the market median capitalization of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index")(2) The fund may invest the
remainder of its assets in any combination of nonconvertible fixed income
securities, repurchase agreements, options and futures contracts.

The One Group(R) Large Company Value Fund

The One Group(R) Large Company Value Fund is an equity fund that seeks capital
appreciation with the incidental goal of achieving current income by investing
primarily in equity securities. The fund will invest in equity securities of
companies that are believed to be selling below their long-term intrinsic
investment values. Companies held will typically be large capitalization
issuers with current price/earnings and/or price/book ratios which are lower
than that of the general market as measured by the S&P 500 Index. In addition,
the fund may invest in stock of companies which have been analyzed to have
breakup values well in excess of current market values or which have uniquely
undervalued corporate assets. The general approach to purchasing stocks will
emphasize individual security selection. Macroeconomic data and industry profit
forecasts will be utilized to gauge the best sectors of the economy in which to
be positioned.

Under normal market conditions, the fund will invest at least 80% of the value
of its total assets in equity securities consisting of common stocks and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The remainder of the
fund's assets will be held in cash equivalents

The One Group(R) Growth Opportunities Fund

The One Group(R) Growth Opportunities Fund seeks growth of capital and,
secondarily, current income by investing primarily in equity securities. The
fund will invest in issues which are identified and selected based on the
potential to produce above-average earnings growth per share over a
one-to-three year period. It is expected that issuers will generally include
established companies

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

         1   "MSCI EAFE GDP Index" is a registered service mark of Morgan
             Stanley Capital International, which does not sponsor and is in no
             way affiliated with the fund.

         2   "Standard & Poor's 500" is a registered trademark of Standard &
             Poor's Corporation, which does not sponsor and is in no way
             affiliated with the fund.

                                                                               7

<PAGE>   220



with a history of above-average growth or companies that are expected to enter
periods of above-average growth, and smaller companies which are positioned in
emerging growth industries. The fund may invest in securities listed on a stock
exchange as well as those traded over-the-counter. At least 80% of the value of
the fund's total assets will, under normal conditions, be invested in equity
securities consisting of common stocks and debt securities and preferred stocks
that are convertible into common stocks. The fund also may enter into options
and futures transactions. The remainder of the fund's assets will be held in
cash equivalents.

The One Group(R) Value Growth Fund

The One Group(R) Value Growth Fund seeks long-term capital growth and growth of
income while, as a secondary objective providing a moderate level of current
income. The fund pursues its objectives by investing primarily in a portfolio
of common stocks, debt securities, preferred stocks, convertible securities,
warrants, and other equity securities of companies that show the potential for
growth of earnings over time. Stock selection is guided by current valuation
relative to a stock's historical valuation and relative to the Adviser's
estimates of future growth of earnings and dividends. Accordingly, the Fund may
emphasize securities of companies that the Adviser believes are overlooked or
undervalued by investors, which fact should contribute to an increase in the
market value of the security over time.

The fund will ordinarily invest at least 65% of the value of its total assets
in securities with the characteristics described above. Although the fund
intends to invest all of its assets in such securities, up to 35% of its total
assets may be held in cash or invested in U.S. Government Securities, other
investment grade fixed-income securities and cash equivalents.

The One Group(R) Gulf South Growth Fund

The One Group(R) Gulf South Growth Fund seeks long-term capital growth by
investing in a portfolio of equity securities of small-capitalization ,
emerging growth and medium capitalization companies, which are either
headquartered in or whose primary market is in the southeastern region of the
United States. The fund invests primarily in a portfolio of common stocks, debt
securities, preferred stocks, convertible securities, warrants and other equity
securities of such companies. The Adviser anticipates that the fund's portfolio
will normally consist of securities of approximately twenty-five to sixty
emerging growth companies from Virginia, North Carolina, South Carolina,
Florida, Georgia, Tennessee, Alabama, Mississippi, Arkansas, Louisiana,
Kentucky and Texas. It is expected that companies selected would generally have
market capitalizations ranging from $50,000,000 to $2,000,000,000, although the
fund may occasionally hold securities of companies whose market capitalizations
are considerably larger if doing so contributes to the fund's investment
objective.

The fund will normally invest at least 65% of the value of its total assets in
securities with the characteristics described above. Although the fund intends
to invest all of its assets in such securities, up to 35% of its total assets
may be held in cash or invested in U.S. Government Securities, other investment
grade fixed-income securities and cash equivalents, when the Adviser's
assessment of the attractiveness of the entire stock market and individual
market sectors changes.

Because the fund is non-diversified, its share price may be subject to greater
fluctuations as a result of changes in an issuer's financial condition or the
market's assessment of an individual issuer. In addition, smaller, less
seasoned companies may be subject to greater business risk than larger,
established companies.

The One Group(R) Income Equity Fund

The One Group(R) Income Equity Fund seeks current income through regular
payment of dividends with the secondary goal of achieving capital appreciation
by investing primarily in equity securities. The fund will make investments in
an attempt to keep its yield above the S&P 500 Index. Achieving such a yield
will be the primary consideration in selecting securities. Investments will be
made in common stocks of corporations which regularly pay dividends, although
continued payment of dividends cannot be assured. The fund will invest
primarily in stocks with favorable, long-term fundamental characteristics, but
stocks of companies that are out of favor in the financial community may also
be purchased.

The fund will under normal conditions invest at least 80% of the value of its
total assets in equity securities consisting of common stocks, and debt
securities and preferred stocks which are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.



                                                                               8

<PAGE>   221



The One Group(R) Equity Index Fund

The One Group(R) Equity Index Fund seeks investment results that correspond to
the aggregate price and dividend performance of the securities on the S&P 500
Index. The fund will, in attempting to duplicate the capital performance and
dividend income of the S&P 500 Index, normally invest in many of the stocks
which comprise the S&P 500 Index and secondarily in stock index futures. Cash
reserves will not normally exceed 10% of the fund's net assets.

The Adviser generally selects stocks for the fund in the order of their
weightings in the S&P 500 Index beginning with the heaviest weighted stocks.
The percentage of the fund's assets to be invested in each stock is
approximately the same as the percentage it represents in the S&P 500 Index.
From time to time, administrative adjustments may be made in the fund because
of changes in the composition of the S&P 500 Index, but such changes should be
infrequent. The fund will attempt to achieve a correlation between the
performance of its portfolio and that of the S&P 500 Index of at least 0.95,
without taking into account expenses. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when the fund's net asset value,
including the value of its dividend and capital gains distributions, increases
or decreases in exact proportion to changes in the S&P 500 Index.

The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity
and stability of principal. The fund intends to comply with the regulations of
the Securities and Exchange Commission applicable to money market funds using
the amortized cost method for calculating net asset value. These regulations
impose certain quality, maturity and diversification restraints on investments
by the fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days
or less.

The One Group(R) Disciplined Value Fund

The One Group(R) Disciplined Value Fund seeks capital appreciation with the
secondary goal of achieving current income by investing primarily in equity
securities. The fund will invest in equity securities with below-market average
price-to-earnings and price-to-book value ratios. The issuer's soundness and
earnings prospects will also be considered. Although capital appreciation is
the primary purpose for investing in the security, all common stocks must be
paying a current dividend to shareholders to be eligible for purchase. While
the Adviser may sell fund securities in its discretion at any time, it is
unlikely to move toward elimination of the fund's holdings of a stock when the
Adviser determines that there is a fundamental change that impairs a company's
ability to pay dividends, or if the company's 12-month earnings per share
comparison is declining.

The fund will, under normal conditions, invest at least 80% of the value of its
total assets in equity securities consisting of common stocks and debt
securities and preferred stocks that are convertible into common stocks. The
fund also may enter into options and futures transactions. The balance of the
fund's assets will be held in cash equivalents.

The One Group(R) Limited Volatility Bond Fund

The One Group(R) Limited Volatility Bond Fund seeks current income consistent
with preservation of capital through investment in high and medium-grade
fixed-income securities. The fund will normally invest at least 80% of total
assets in debt securities of all types with short to intermediate maturities.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between one and five years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one nationally recognized statistical rating
organization ("NRSRO") at the time of investment, or, if unrated, determined by
the Adviser to be of comparable quality. In addition , at least 65% of total
assets will consist of obligations issued by the U.S. government or its
agencies and instrumentalities, some of which may be subject to repurchase
agreements.  The fund may also purchase taxable or tax-exempt municipal
securities. Up to 20% of the fund's total assets may be invested in preferred
stocks.

The One Group(R) Intermediate Bond Fund

The One Group(R) Intermediate Bond Fund seeks current income consistent with the
preservation of capital through investments in high and medium-grade
fixed-income securities with intermediate maturities. The fund will normally
invest at least 80% of total assets in debt securities of all types. Under
normal market conditions, it is anticipated that the fund's average weighted
maturity will range between three and ten years. At least 65% of the fund's
total assets will consist of bonds rated in one of the three highest rating
categories by at least one NRSRO at the time of investment, or, if unrated,
determined by the Adviser to be of comparable quality. However, the Adviser
reserves the right to invest in more speculative debt securities if they present
attractive opportunities and are rated in the fourth highest rating category by
at least one NRSRO at the time of investment or, if unrated, determined by the
Adviser to be of comparable 

                                                                               9

<PAGE>   222



quality. In addition, at least 50% of total assets will consist of obligations
issued by the U.S. government or its agencies and instrumentalities, some of
which may be subject to repurchase agreements. The fund may also purchase
taxable or tax-exempt municipal securities. Up to 20% of the fund's total
assets may be invested in preferred stocks.

The One Group(R) Income Bond Fund

The One Group(R) Income Bond Fund seeks current income by investing in a
portfolio of high and medium-grade fixed-income securities. The fund will
normally invest at least 80% of total assets in debt securities of all types.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between five and fifteen years. At least 65% of
the fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one NRSRO, or, if unrated, determined by the
Adviser to be of comparable quality. However, the Adviser reserves the right to
invest in more speculative debt securities if they present attractive
opportunities and are rated in the fourth highest rating category by at least
one NRSRO at the time of investment or, if unrated, determined by the Adviser
to be of comparable quality. The fund may also purchase taxable or tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Government Bond Fund

The One Group(R) Government Bond Fund seeks a high level of current income with
liquidity and safety of principal. The fund seeks to achieve its objective
principally through investment in securities issued by the U.S. government and
its agencies and instrumentalities. At least 65% of the total assets of the fund
will be invested in obligations guaranteed as to principal and interest by the
U.S. Government or its agencies and instrumentalities, some of which may be
subject to repurchase agreements, and other securities representing an interest
in or collateralized by mortgages that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The balance of the fund's assets
may be invested in debt securities and taxable or tax-empt municipal
securities.  The average weighted remaining maturity of the Fund is expected to
be between three and fifteen years.

The One Group(R) Ultra Short-Term Income Fund

The One Group(R) Ultra-Short Term Fund seeks a high level of current income
consistent with low volatility of principal by investing in a diversified
portfolio of short-term investment grade securities. The fund will normally
invest at least 80% of its total assets in debt securities of all types,
including money market instruments. In addition, up to 20% of the fund's total
assets may be invested in other securities, including preferred stock. The fund
will invest in adjustable rate mortgage pass-through securities and other
securities representing an interest in or collateralized by mortgages with
periodic interest rate resets, some of which may be subject to repurchase
agreements. These securities often are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the fund also may
purchase mortgage-backed securities that are issued by non-governmental
entities. Such securities may or may not have private insurer guarantees as to
timely payments. The fund also may purchase mortgage and interest rate swaps
and interest rate floors and caps. The fund also may employ other investment
techniques to enhance returns, such as loans of fund securities, mortgage
dollar rolls, repurchase agreements, options contracts and reverse repurchase
agreements.

The Fund will maintain a maximum duration approximately two years. Under normal
interest rate conditions, the Fund's actual duration is expected to be in a
range approximately six months to one year.

RISK FACTORS

The investments of the Fund are concentrated in the Underlying Funds, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest in Underlying Funds which concentrate their assets
in certain industries. Under certain circumstances, this could result in the
Fund being concentrated in those industries. If this were to occur, the Adviser
would consider whether to maintain or change the Fund's investments in such
Underlying Funds.

Special Risks of Investing in Equity Funds

Changes in the value of an equity fund's portfolio securities will not affect
cash income, if any, derived from these securities but will affect the fund's
net asset value. Because equity funds invest primarily in equity securities,
which fluctuate in value, the funds' shares will fluctuate in value. In
addition, certain investment management techniques that the funds may use, such
as the purchase and sale

                                                                              10

<PAGE>   223



of futures, options and forward commitments, could expose the funds to
potentially greater risk of loss than more traditional equity investments.

Special Risks of Investing in Fixed-Income Funds

The market value of a fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates.  Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of fixed-income securities will not affect cash
income derived from these securities but will affect the funds' net asset
value.

Special Risks of Investing in Index Funds

Because of the funds' investment objectives, securities may be purchased,
retained and sold by the funds when such transactions would not be consistent
with traditional investment criteria. Accordingly, an investor is exposed to a
greater risk of loss (and a correspondingly greater prospect of gain) from
fluctuations in the value of such securities than would be the case if the
funds were not fully invested in such securities. In addition, the Adviser may
eliminate one or more securities or elect not to increase the funds' position
in such securities notwithstanding the continued listing of such securities on
the relevant index in the following circumstances: (i) the stock is no longer
publicly traded; or (ii) an unexpected adverse development occurs with respect
to the company such as bankruptcy or insolvency. As a result of these risk
factors, the share price of an index fund is expected to be volatile, and
investors should be able to sustain sudden, sometimes substantial, fluctuations
in the value of their investment.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and
other factors affecting the profitability of companies. Therefore, the stock
price of smaller capitalization companies may be subject to greater price
fluctuations than that of larger, established companies. Due to these and other
risk factors, the price movement of the securities held by the funds may be
volatile and the net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage Related Securities

Some of the funds invest in mortgage-related securities, such as
mortgage-backed securities, adjustable rate mortgage loans ("ARMs"), fixed rate
mortgage loans, and mortgage dollar rolls. The investment characteristics of
mortgage-related securities differ from traditional debt securities. These
differences can result in significantly greater price and yield volatility than
is the case with traditional fixed-income securities. The major differences
typically include more frequent interest and principal payments, usually
monthly, the adjustability of interest rates, and the possibility that
prepayments of principal may be made at any time. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social, and other factors. During periods of declining interest
rates, prepayment rates can be expected to accelerate. Under certain interest
rate and prepayment rate scenarios, a fund may fail to recoup fully its
investment in mortgage-related securities notwithstanding a direct or indirect
governmental or agency guarantee. The funds intend to use hedging techniques to
control this risk. In general, changes in the rate of prepayments on a
mortgage-related security will change that security's market value and its
yield to maturity. When interest rates fall, high prepayments could force a
fund to reinvest principal at a time when investment opportunities are not
attractive. Thus, mortgage-related securities may not be an effective means for
a fund to lock in long-term interest rates. Conversely, during periods when
interest rates rise, slow prepayments could cause the average life of the
security to lengthen and the value to decline more than anticipated.



                                                                              11

<PAGE>   224



HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums may be waived at the
Distributor's discretion. Investors may purchase up to a maximum of $250,000 of
Class B shares per individual purchase order.

CLASS A SHARES ARE OFFERED TO IRA ACCOUNT PARTICIPANTS AND OTHER LONG-TERM
INVESTORS. CLASS B SHARES ARE OFFERED TO INVESTORS IN CERTAIN RETIREMENT PLANS
SUCH AS 401(K) AND SIMILAR QUALIFIED PLANS. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and
any bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For
additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O.  Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.


                                                                              12

<PAGE>   225



The One Group Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. The purchase price of shares of the Fund is the
net asset value next determined after a purchase order is effected plus any
applicable sales charge (the "offering price"). The net asset value per share
of the Fund is determined by dividing the total market value of the Fund's
investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of 4:00 p.m., eastern
time, on each Business Day.  For a further discussion of the calculation of net
asset value, see the Statement of Additional Information. Shares may also be
issued in transactions involving the acquisition by the Fund of securities held
by collective investment funds sponsored and administered by affiliates of the
Adviser.  Purchases will be made in full and fractional shares of the Fund
calculated to three decimal places. Although the methodology and procedures are
identical, the net asset value per share of classes within the Fund may differ
because the distribution expenses charged to Class A shares and Class B shares
are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants
and Class B shares that are offered to investors in certain retirement plans
such as 401(k) and similar plans, other than Individual Retirement Accounts,
will normally be held in the name of the Shareholder Servicing Agent effecting
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by
a Shareholder Servicing Agent, should contact the Shareholder Servicing Agent
to accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------              --------              --------------
<S>                                             <C>                       <C>                     <C>
less than $100,000                              4.50%                     4.71%                   4.05%
$100,000 but less than $250,000                 3.50%                     3.53%                   3.05%
$250,000 but less than $500,000                 2.50%                     2.36%                   2.05%
$500,000 but less than $1,000,000               2.00%                     2.04%                   1.60%
$1,000,000 or more                              0.00%                     0.00%                   0.00%
</TABLE>

                                                                              13

<PAGE>   226



The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund for sales of $1 million to
$5 million, and 0.50% for sales over $5 million. A Shareholder who purchases $1
million or more of Class A shares and is not assessed a sales charge at the
time of purchase, will be assessed a sales charge equivalent to 1% of the
purchase price if such Shareholder redeems any or all of the Class A shares
prior to the first anniversary of purchase. Under certain circumstances,
commissions up to the amount of the entire sales charge will be reallowed to
financial institutions and intermediaries, which might then be deemed to be
"underwriters" under the Securities Act of 1933.

RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE

                                                                              14

<PAGE>   227



CORPORATION and certain accounts (other than Individual Retirement Accounts)
for which Authorized Financial Organizations act in fiduciary, advisory,
agency, custodial or similar capacities, or purchased by investment advisers,
financial planners or other intermediaries who have a dealer arrangement with
the Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the
bank or broker-dealer has an agreement with the Distributor; (x) directly
purchased with the proceeds of a distribution on a bond for which a BANC ONE
CORPORATION affiliate bank or trust company is the Trustee or Paying Agent; or
(xi) purchased in connection with plans of reorganization of the Fund, such as
mergers, asset acquisitions and exchange offers to which the Fund is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). This ongoing fee will cause Class B shares to
have a higher expense ratio and to pay lower dividends than Class A shares.
Class B shares convert automatically to Class A shares after eight years,
commencing from the end of the calendar month in which the purchase order was
accepted under the circumstances and subject to the qualifications described in
this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 4.00% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.



                                                                              15

<PAGE>   228



<TABLE>
<CAPTION>
                                                         CONTINGENT DEFERRED
                                                          SALES CHARGE AS A
     YEAR(S)                                                PERCENTAGE OF
     SINCE                                                  DOLLAR AMOUNT
     PURCHASE                                             SUBJECT TO CHARGE
     --------                                             -----------------
     <S>                                                         <C>
     0-1                                                         5.00%
     1-2                                                         4.00%
     2-3                                                         3.00%
     3-4                                                         3.00%
     4-5                                                         2.00%
     5-6                                                         1.00%
     6-7                                                         None
     7-8                                                         None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

                                                                              16

<PAGE>   229



EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other
Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable Contingent
Deferred Sales Charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.


                                                                              17

<PAGE>   230



BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O.  Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of
additional Class A or Class B shares while the Systematic Withdrawal Plan is in
effect are generally undesirable because a sales charge is incurred whenever
purchases are made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date the redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares.  The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will

                                                                              18

<PAGE>   231



be given notice that the value of the shares in his or her account is less than
the minimum amount and will be allowed 60 days to make an additional investment
in the Fund in an amount which will increase the value of the account to at
least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government
sponsored agency of the Federal government or any state.

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly, at
an annual rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
its proportionate share of investment advisory fees paid by those funds. The
Underlying Funds pay the Adviser an advisory fee at the following rates:

<TABLE>
         <S>                                                  <C>
         The One Group Prime Money Market Fund                .27%
         The One Group Limited Volatility Bond Fund           .30%
         The One Group Intermediate Bond Fund                 .30%
         The One Group Income Bond Fund                       .40%
         The One Group Government Bond Fund                   .45%
         The One Group Ultra Short-Term Income Fund           .40%
         The One Group Disciplined Value Fund                 .74%
         The One Group International Equity Index Fund        .55%
         The One Group Large Company Growth Fund              .74%
         The One Group Large Company Value Fund               .74%
         The One Group Growth Opportunities Fund              .74%
         The One Group Value Growth Fund                      .65%
         The One Group Gulf South Growth Fund                 .65%
         The One Group Income Equity Fund                     .74%
         The One Group Equity Index Fund                      .10%
</TABLE>



                                                                              19

<PAGE>   232



THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distributor and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (i) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,
which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability to the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion, and .05%
of the Fund's average daily net assets when Fund assets exceed $1 billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment

                                                                              20

<PAGE>   233



Company Act of 1940. Bank One Trust Company, N.A. serves as Sub-Custodian in
connection with the Trust's securities lending activities, pursuant to an
agreement between State Street Bank and Trust Company. Bank One Trust Company
receives a fee paid by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust.  Coopers & Lybrand L.L.P.  serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses.


The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

                                                                              21

<PAGE>   234



To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Features."

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even
though such distribution would, in effect, represent a return of the
Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover rates vary greatly from year to year as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate for the Fund will not exceed 120%. Higher portfolio turnover will likely
result in higher transaction costs to the Fund and may result in additional tax
consequences to the Fund's Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:
   
1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, securities of regulated
investment companies, and if consistent with the Fund's investment objective
and policies, repurchase agreements involving such securities) if as a result
more than 25% of the total assets of the Fund would be invested in the
securities of such issuer.  This restriction applies to 50% of the Fund's total
assets.  With respect to the remaining 50% of its total assets, the Fund may
not purchase the securities of any issuer if as a result more than 5% of the
total assets of the Fund would be invested in the securities of such issuer. 
For purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would be
considered the issuer.
    
2. Purchase any securities that would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for
investments in funds of The One Group(R), provided that this limitation does not
apply to 

                                                                              22

<PAGE>   235



investments in obligations issued or guaranteed by the U.S. government or its
agencies and instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation (i) utilities will be divided
according to their services (for example, gas, gas transmission, electric and
telephone will each be considered a separate industry); and (ii) wholly-owned
finance companies will be considered to be in the industries of their parents
if their activities are primarily related to financing the activities of their
parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information. For the investment limitations of the Underlying Funds, see the
applicable prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Policies of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary defensive purposes. For a more detailed
description, see the Statement of Additional Information or the prospectuses of
the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and issued by
the U.S. Treasury and separately traded interest and principal component parts
of such obligations that are transferable through the Federal book-entry system
known as Separately Traded Registered Interest and Principal Securities
("STRIPS").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts include
Treasury Receipts ("TRS"), Treasury Investment Growth Receipts ("TIGRS"), and
Certificates of Accrual on Treasury Securities ("CATS").

CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDs") are negotiable
interest bearing instruments with a specific maturity. CDs are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank.  Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.


                                                                              23

<PAGE>   236



WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The funds bear a risk of loss in the event the other party
defaults on its obligations and the funds are delayed or prevented from their
right to dispose of the collateral securities or if the funds realize a loss on
the sale of the collateral securities.

REVERSE REPURCHASE AGREEMENTS - The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.

DEMAND FEATURES - The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the funds. The purpose
of engaging in transactions involving puts is to maintain flexibility and
liquidity to permit the funds to meet redemption requests and remain as fully
invested as possible.

ASSET-BACKED SECURITIES - Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk. Under certain interest rate and prepayment rate scenarios, the
funds may fail to recoup fully their investment in asset-backed securities.
Asset-backed securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS - The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the funds make cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the funds on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The funds will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more.  Generally, there is no active secondary market
in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New

                                                                              24

<PAGE>   237



York Shares.  There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRs.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by non-governmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest
in mortgage-backed securities issued by non-government entities, which consist
of Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the average life or realized yield of a
particular issue of pass-through certificates. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. When the mortgage obligations are prepaid, the
funds may have to reinvest in securities with a lower yield. Moreover,
prepayment of mortgages which underlie securities purchased at a premium could
result in capital losses.

STRIPPED MORTGAGE-BACKED SECURITIES--The funds may, to enhance revenues or
hedge against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multi-class mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool
of mortgage assets. A common type of SMBS will have one class receiving all of
the interest from the mortgage assets ("IOs"), while the other class will
receive all of the principal ("POs"). If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the funds may
fail to fully recoup their initial investment in these securities. Although the
market for such securities is increasingly liquid, certain SMBS may not be
readily marketable and will be considered illiquid for purposes of the funds'
limitations on investments in illiquid securities. The market value of the
class consisting entirely of principal payments generally is unusually volatile
in response to changes in interest rates.

MORTGAGE DOLLAR ROLLS--The funds may enter into mortgage "dollar rolls" in
which the funds sell securities for delivery in the current month and
simultaneously contract with the same counterparty to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The funds benefit to the extent of any difference between the price
received for the securities sold and the lower forward price for the future
purchase (often referred to as the "drop") or fee income plus the interest
earned on the cash proceeds of the securities sold until the settlement date of
the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the funds compared
with what such performance would have been without the use of mortgage dollar
rolls.

FIXED RATE MORTGAGE LOANS--Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The funds may
invest in fixed rate mortgage loans that are privately issued and are not
issued or guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may
lend up to 33% of the securities in which they are invested pursuant to
agreements requiring that the loan be continuously secured by cash, securities
of the U.S.  government or its agencies, shares of an investment trust or
mutual fund or any combination of cash and such securities as collateral equal
at all times to at least 100% of the market value plus accrued interest on the
securities lent. The funds will continue to receive interest on the securities
lent while simultaneously seeking to earn interest on the investment of cash
collateral in U.S. government securities, shares of an investment trust or
mutual fund, or other short-term, highly liquid investments. Collateral is
marked to market daily to provide a level of collateral at least equal to the
market value of the securities lent. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially. However, loans will only be made to borrowers
deemed by the Adviser to be of good standing under guidelines established by
the Trust's Board of Trustees and when, in the judgment of the Adviser, the
consideration which can be earned currently from such securities loans
justifies the attendant risk. The funds will enter into loan arrangements only
with counterparties which the Adviser has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the funds or the borrower at any time, and are therefore, not
considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.


                                                                              25

<PAGE>   238



VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling
on interest rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The
funds may purchase securities on a when-issued basis when deemed by the Adviser
to present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. When the Adviser purchases a
when-issued security, the Custodian will set aside cash or liquid securities to
satisfy the purchase commitment. The funds generally will not pay for such
securities or earn interest on them until received. In a forward commitment
transaction, the funds contract to purchase securities for a fixed price at a
future date beyond customary settlement time. The funds are required to hold
and maintain in a segregated account until the settlement date, cash, U.S.
government securities or liquid high-grade debt obligations in an amount
sufficient to meet the purchase price. Alternatively, the funds may enter into
offsetting contracts for the forward sale of other securities that they own.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased declines
prior to the settlement date

OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. There are
risks associated with options transactions, including the following: (i) the
success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
funds and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while the funds will receive a premium when they
write covered call options, they may not participate fully in a rise in the
market value of the underlying security. It is expected that the funds will
only engage in option transactions with respect to permitted investments and
related indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC") if, to the extent that such futures and options are
not for "bona fide hedging purposes" (as defined by the CFTC), the aggregate
initial margin and premiums on such positions (excluding the amount by which
options are in the money) do not exceed 5% of the funds' total assets at
current value. Options and futures can be volatile instruments, and involve
certain risks. If the Adviser applies a hedge at an inappropriate time or
judges interest rates incorrectly, options and futures strategies may lower a
fund's return. The funds could also experience losses if the prices of their
options and futures positions were poorly correlated with their other
instruments, or if they could not close out their positions because of an
illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter
into swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate
swap, a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate
payments.  Currency swaps involve the exchange of respective rights to make or
receive payments in specified currencies. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be
developed to the extent consistent with their investment objective, policies
and restrictions and the regulatory requirements applicable to investment
companies.  These various products may be used to adjust the risk and return
characteristics of the funds' portfolio of investments.

                                                                              26

<PAGE>   239



These various products may increase or decrease exposure to security prices,
interest rates, commodity prices, or other factors that affect security values,
regardless of the issuer's credit risk. If market conditions do not perform
consistent with expectations, the performance of the funds would be less
favorable than it would have been if these products were not used. In addition,
losses may occur if counterparties involved in transactions do not perform as
promised. These products may expose the funds to potentially greater return as
well as potentially greater risk of loss than more traditional fixed-income
investments.

STRUCTURED INSTRUMENTS - Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are
indexed to certain specific foreign currency exchange rates, interest rates, or
one or more other reference indices. Structured instruments frequently are
assembled in the form of medium-term notes, but a variety of forms are
available. Structured instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected.  In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counterparty default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).

MUNICIPAL SECURITIES - Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.


                                                                              27

<PAGE>   240



Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.

Standard & Poor's Rating Services

Investment Grade
- ----------------

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher categories.

Non-Investment Grade
- --------------------

Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

                                                                              28

<PAGE>   241



The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

Moody's Investor Service, Inc.

Investment Grade
- ----------------

Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make
the long-term risks appear somewhat larger than in Aaa securities. Bonds that
are rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.



Non-Investment Grade
- --------------------

Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.


                                                                              29

<PAGE>   242



An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

- -    Amortization schedule (the larger the final maturity relative to other 
     maturities the more likely it will be treated as a note).

- -    Source of Payment (the more dependent the issue is on the market for its
     refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by an investment in the Fund over a specified
30-day period. The yield is calculated by assuming that the income generated by
the investment during that period is generated over a one-year period and is
shown as a percentage of the investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

                                                                              30

<PAGE>   243



TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax advisers for a more complete explanation of
the Federal tax consequences, and for an explanation of the state, local and
(if applicable) foreign tax consequences of making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.



                                                                              31

<PAGE>   244





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              32

<PAGE>   245





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              33

<PAGE>   246





                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                                                              34

<PAGE>   247


Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C. 20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215


TOG-F-119


                                                                              35
<PAGE>   248

The One Group(R) Investor Fixed Income Fund                          PROSPECTUS

Investment Adviser:  BANC ONE INVESTMENT ADVISORS CORPORATION

The One Group(R) (the "Trust") is a mutual fund seeking to provide a convenient
and economical means of investing in one or more professionally managed
portfolios of securities. This Prospectus relates to The One Group(R) Investor
Fixed Income Fund Class A, Class B and Fiduciary Class shares.

THE ONE GROUP(R) INVESTOR FIXED INCOME FUND (THE "FUND") SEEKS CURRENT INCOME
WITH LIQUIDITY AND STABILITY OF PRINCIPAL BY INVESTING PRIMARILY IN A
DIVERSIFIED GROUP OF ONE GROUP MUTUAL FUNDS WHICH INVEST PRIMARILY IN FIXED
INCOME SECURITIES.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans, as well as to other long-term
investors. 

Fiduciary Class shares are offered to institutional investors, including
affiliates of BANC ONE CORPORATION and any bank, depository institution,
insurance company, pension plan or other organization authorized to act in
fiduciary, advisory, agency, custodian or similar capacities (each an
"Authorized Financial Organization").

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated August 27, 1996 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, The One Group(R) Services Company, 3435 Stelzer Road, Columbus, OH
43219 or by calling 1-800-480-4111 during business hours. The Statement of
Additional Information is incorporated into this Prospectus by reference.

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

August 27, 1996
<PAGE>   249

TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                          PAGE #
                                                          ------
<S>                                                         <C>
SUMMARY                                                      3
ABOUT THE FUND                                               4
     Expense Summary                                         4
     The Fund                                                5
     Investment Objective                                    5
     Investment Policies                                     6
HOW TO DO BUSINESS WITH THE ONE GROUP(R)                     8
     How to Invest in The One Group(R)                       8
     Alternative Sales Arrangements                         12
     Exchanges                                              13
     Redemptions                                            14
FUND MANAGEMENT                                             16
     The Adviser                                            16
     The Distributor                                        16
     The Administrator                                      17
     The Transfer Agent and Custodian                       17
     Counsel and Independent Accountants                    17
OTHER INFORMATION                                           17
     The Trust                                              17
     Other Investment Policies                              19
     Description of Permitted Investments                   19
     Description of Ratings                                 24
     Miscellaneous                                          26
     Performance                                            26
     Taxes                                                  27
</TABLE>
<PAGE>   250

SUMMARY

The One Group(R) (the "Trust") is an open-end management investment company
that provides a convenient way to invest in professionally managed portfolios
of securities. The following provides basic information about the Class A,
Class B and Fiduciary Class shares of The One Group(R) Investor Fixed Income
Fund.

WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks current income with liquidity
and stability of principal by investing primarily in a diversified group of One
Group mutual funds which invest primarily in fixed income securities. See
"Investment Objective." Shares of the Fund are available to tax advantaged
retirement accounts and other persons investing for long-term investment
purposes. The Fund should not be used for short-term trading purposes. There is
no assurance that the Fund will achieve its investment objective.

WHAT ARE THE PERMITTED INVESTMENTS? The Fund offers Shareholders a
professionally-managed investment program by purchasing shares of existing
mutual funds of The One Group(R) (the "Underlying Funds"), which are managed by
Banc One Investment Advisors Corporation (the "Adviser"). The Fund will invest
90% to 100% of its assets in Underlying Funds which invest primarily in
fixed-income securities, and up to 10% in Money Market Funds. The Fund will
normally allocate its assets among the Underlying Funds according to the
Adviser's outlook for the economy, financial markets and relative market
valuation of the Underlying Funds. The Adviser may vary the allocation within
the above ranges. There is no assurance that the Fund will achieve its stated
objective

WHAT ARE THE CHARACTERISTICS OF THE UNDERLYING FUNDS? The Underlying Funds in
which the Fund will invest have the following characteristics:

<TABLE>
<CAPTION>
            Underlying Fund                              Type of Investments
            ---------------                              -------------------
     <S>                                                 <C>
     The One Group(R)Prime Money Market Fund             Money Market
     The One Group(R)Limited Volatility Bond Fund        Fixed Income
     The One Group(R)Intermediate Bond Fund              Fixed Income
     The One Group(R)Income Bond Fund                    Fixed Income
     The One Group(R)Government Bond Fund                Fixed Income
     The One Group(R)Ultra Short-Term Income Fund        Fixed Income
</TABLE>

The Fund's net asset value will fluctuate with changes in the equity markets
and the value of the Underlying Funds in which it invests. The Fund's
investment return is diversified by its investment in the Underlying Funds
which invest in growth and income stocks, foreign securities, debt securities,
and cash and cash equivalents. See page 6 for a complete description of the
Underlying Funds and page 19 for other investment policies.

WHO IS THE ADVISER? Banc One Investment Advisors Corporation, an indirect
subsidiary of BANC ONE CORPORATION, serves as the Adviser of the Trust. The
Adviser is entitled to a fee for advisory services provided to the Trust. The
Adviser may voluntarily agree to waive a part of its fees. See "The Adviser"
and "Expense Summary."

WHO IS THE ADMINISTRATOR? The One Group(R) Services Company serves as the
Administrator of the Trust. The Administrator is entitled to a fee for
services provided to the Trust. Banc One Investment Advisors Corporation
serves as the Sub-Administrator of the Trust, pursuant to an agreement with the
Administrator for which Banc One Investment Advisors Corporation receives a fee
paid by the Administrator. See "The Administrator" and "Expense Summary."

WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee. Bank One Trust Company, N.A. serves as Sub-Custodian for the
Trust, for which services it receives a fee. See "The Transfer Agent and
Custodian."

WHO IS THE DISTRIBUTOR? The One Group(R) Services Company acts as Distributor
of the Trust's shares. The Distributor is entitled to fees for distribution
services for the Class A and Class B shares. No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund. See "The Distributor."

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Distributor on any day that the New York Stock Exchange is open for
trading ("Business Days"). See "How to Invest in The One Group(R)" and
"Redemptions."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Fund is determined and declared daily, and
is distributed in the form of periodic dividends to Shareholders of the Fund on
the first Business Day of each month. Any capital gains are distributed at
least annually. Distributions are paid in additional shares of the same class
unless the Shareholder elects to take the payment in cash. See "Dividends."

                                                                               3

<PAGE>   251

ABOUT THE FUND

EXPENSE SUMMARY -- THE ONE GROUP(R) INVESTOR FIXED INCOME FUND

<TABLE>
<CAPTION>
                                                                                                       FIDUCIARY
                                                                     CLASS A           CLASS B           CLASS
                                                                     -------           -------         ---------
<S>                                                                   <C>             <C>               <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases                             4.50%            None              None
     (as a percentage of offering price)
Maximum Contingent Deferred Sales Charge(2)                           None             5.00%             None
     (as a percentage of original purchase
     price or redemption proceeds, as applicable)                     None             None              None
Redemption Fees                                                       None             None              None
Exchange Fees                                                         None             None              None
ANNUAL OPERATING EXPENSES
     (as a percentage of average daily net assets)
Investment Advisory Fees                                               .05%             .05%             .05%
12b-1 Fees (after fee waiver) (3)                                      .25%             .90%             None
Other Expenses                                                         .45%             .45%             .45%
TOTAL OPERATING EXPENSES(4)                                            .75%            1.40%             .50%

<FN>
(1)  A person who purchases shares through an account with a financial
     institution or broker/dealer may be charged separate transaction fees by
     the financial institution or broker/dealer. In addition, a wire redemption
     charge, currently $7.00, is deducted from the amount of a wire redemption
     payment made at the request of a Shareholder.

(2)  A person who purchases $1 million or more of Class A shares and is not
     assessed a sales charge at the time of purchase, will be assessed a sales
     charge equivalent to 1% of the purchase price if such purchaser redeems any
     or all of the Class A shares prior to the first anniversary of purchase.

(3)  Absent the voluntary waiver of fees under the Trust's Distribution and
     Shareholder Services Plan, 12b-1 fees (as a percentage of average daily net
     assets) would be .35% for Class A shares and 1.00% for Class B shares. The
     12b-1 fees include a Shareholder servicing fee of .25% of average daily net
     assets of the Fund's Class B shares and may include a Shareholder servicing
     fee of .25% of the average daily net assets of the Fund's Class A shares.
     See "The Distributor."

(4)  Absent the voluntary 12b-1 fee waiver, Total Operating Expenses for 
     Class A shares would be .85% and for Class B shares would be 1.50%. 
</TABLE>

The Fund will indirectly bear its pro rata share of fees and expenses incurred
by the Underlying Funds, and the investment returns of the Fund will be net of
the expenses of the Underlying Funds. The following chart provides the expense
ratio for each of the Underlying Funds in which the Fund invests (based on the
current Underlying Fund prospectus). Certain of these expenses ratios may 
include a voluntary reduction of investment advisory fees.

<TABLE>
<CAPTION>

Name of Underlying Fund                             Expense Ratio
- -----------------------                             -------------
<S>                                                     <C> 
The One Group(R) Prime Money Market Fund                .47%
The One Group(R) Limited Volatility Bond Fund           .55%
The One Group(R) Intermediate Bond Fund                 .62%
The One Group(R) Income Bond Fund                       .64%
The One Group(R) Government Bond Fund                   .71%
The One Group(R) Ultra Short-Term Income Fund           .70%
</TABLE>

After combining the total operating expenses of the Fund with those of the
Underlying Funds, the estimated average weighted expense ratio for Class A 
shares is 1.39%, for Class B shares is 2.04% and for Fiduciary Class shares is
1.14%.
 
                                       4

<PAGE>   252
on the basis of these estimated expenses, the following example illustrates
the expenses an investor would pay on a $1,000 investment in Class A and
Fiduciary Class shares of the Fund, assuming: (1) imposition of the maximum
sales charge for Class A shares; (2) 5% annual return; and (3) redemption
at the end of each time period.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR          3 YEARS          5 YEARS         10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $59              $87             $118              $204
Fiduciary Class                                        $12              $36             $ 63              $139
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>             <C>               <C>
Class A                                                $61              $95             $132              $234
Fiduciary                                              $13              $42             $ 72              $159
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

On the basis of the estimated expenses above, the following example
illustrates the expenses an investor would pay on a $1,000 investment in Class
B shares, assuming: (1) deduction of the applicable maximum Contingent Deferred
Sales Charge; and (2) 5% annual return.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $71              $94             $130              $220
Assuming no redemption                                 $21              $64             $110              $220
</TABLE>

Absent the voluntary reduction of any fees, the dollar amounts in the above
example would be as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       1 YEAR           3 YEARS         5 YEARS           10 YEARS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>             <C>               <C>
Assuming a complete redemption at end of period        $74              $102            $144              $249
Assuming no redemption                                 $24              $ 72            $124              $249
</TABLE>

Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the "10 Years" examples above reflect the effect of such conversion.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of these tables is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Trust.

THE FUND

The One Group(R) Investor Fixed Income Fund ( the "Fund") is part of The One
Group(R) (the "Trust"), which is an open-end management investment company that
offers shares in 39 separate funds and different classes of certain of the
funds. The Trust was organized as a Massachusetts Business Trust on May 23,
1985. This Prospectus relates to Class A, Class B, and Fiduciary Class shares
of The One Group(R) Investor Fixed Income Fund. Each class of shares provides
for variations in distribution costs, voting rights, dividends and per share
net asset value pursuant to a multiple class plan (the "Multiple Class Plan")
adopted by the Board of Trustees of the Trust. Except for these differences
between classes, each share of the Fund represents an undivided, proportionate
interest in the Fund. The Fund is a non-diversified mutual fund because it
invests in the securities of a limited number of Underlying Funds. However, the
Underlying Funds are diversified investment companies. The Information
regarding the Trust's other funds and their classes is contained in separate
prospectuses which may be obtained from the Trust's Distributor, The One
Group(R) Services Company, 3435 Stelzer Road, Columbus, OH 43219, or by calling
1-800-480-4111.

INVESTMENT OBJECTIVE

The Fund seeks current income with liquidity and stability of principal by
investing primarily in a diversified group of One Group mutual funds which
invest primarily in fixed income securities.

The investment objective of the Fund is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding shares
(as defined in the Statement of Additional Information).

There is no assurance that the Fund will meet its investment objective.

                                                                               5
<PAGE>   253

INVESTMENT POLICIES OF THE FUND

The investment policies of the Fund may be changed without an affirmative vote
of the holders of a majority of the Fund's outstanding shares unless a policy
is expressly deemed to be fundamental. Shareholders will be notified of any
material change in the Fund's investment policies.

Permissible Investments

The Fund will invest 90 to 100% of its assets in five Underlying Funds of The
One Group(R)which invest primarily in fixed income securities, and up to 10% of
its assets in one money market fund of The One Group. The Fund will invest its
assets in the Underlying Funds, within the ranges indicated below.

<TABLE>
<CAPTION>
                                                         Investment Range
     Investor Fixed Income Fund                      (Percent of Fund Assets)
     --------------------------                      ------------------------
     <S>                                                     <C>
     The One Group(R) Prime Money Market Fund                0 - 10%
     The One Group(R) Limited Volatility Bond Fund           0 - 90%
     The One Group(R) Intermediate Bond Fund                 0 - 90% 
     The One Group(R) Income Bond Fund                       0 - 90% 
     The One Group(R) Government Bond Fund                   0 - 90% 
     The One Group(R) Ultra Short-Term Income Fund           0 - 90%
</TABLE>

The allocation of the Fund's assets among the Underlying Funds will be made by
the Adviser under the supervision of the Trust's Board of Trustees, within the
percentage ranges set forth in the table a ove.

The Fund and the Underlying Funds are permitted for temporary defensive
purposes to invest up to 100% of their assets in short-term fixed income
securities. Such securities include obligations of the U.S. government and its
agencies and instrumentalities; commercial paper, bank certificates of deposit,
repurchase agreements, bankers acceptance, variable amount master demand notes
and bank money market deposit accounts. The Fund and the Underlying Funds may
also hold cash for liquidity purposes.

To the extent the Fund or the Underlying Funds are engaged in a temporary
defensive position, they will not be pursuing their investment objective.

DESCRIPTION OF THE UNDERLYING FUNDS

The following is a brief description of the principal investment policies of
the Underlying Funds. Additional investment practices are described in
"Investment Policies of the Underlying Funds," the Statement of Additional
Information and the prospectus for each of the Underlying Funds.

The One Group(R) Prime Money Market Fund

The One Group(R) Prime Money Market Fund seeks current income with liquidity
and stability of principal. The fund intends to comply with the regulations of
the Securities and Exchange Commission applicable to money market funds using
the amortized cost method for calculating net asset value. These regulations
impose certain quality, maturity and diversification restraints on investments
by the fund. Under these regulations, the fund will invest only in U.S.
dollar-denominated securities, will maintain an average maturity on a
dollar-weighted basis of 90 days or less, and will acquire only "eligible
securities" that present minimal credit risks and have a maturity of 397 days
or less.

The One Group(R) Limited Volatility Bond Fund

The One Group(R) Limited Volatility Bond Fund seeks current income consistent
with preservation of capital through investment in high and medium-grade
fixed-income securities. The fund will normally invest at least 80% of total
assets in debt securities of all types with short to intermediate maturities.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between one and five years. At least 65% of the
fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one nationally recognized statistical rating
organization ("NRSRO") at the time of investment, or, if unrated, determined by
the Adviser to be of comparable quality. In addition , at least 65% of total
assets will consist of obligations issued by the U.S. government or its
agencies and instrumentalities, some of which may be subject to repurchase
agreements.  The fund may also purchase taxable or tax-exempt municipal
securities. Up to 20% of the fund's total assets may be invested in preferred
stocks.

                                                                               6

<PAGE>   254

The One Group(R) Intermediate Bond Fund

The One Group(R) Intermediate Bond Fund seeks current income consistent with
the preservation of capital through investments in high and medium-grade
fixed-income securities with intermediate maturities. The fund will normally
invest at least 80% of total assets in debt securities of all types. Under
normal market conditions, it is anticipated that the fund's average weighted
maturity will range between three and ten years. At least 65% of the fund's
total assets will consist of bonds rated in one of the three highest rating
categories by at least one NRSRO at the time of investment, or, if unrated,
determined by the Adviser to be of comparable quality. However, the Adviser
reserves the right to invest in more speculative debt securities if they
present attractive opportunities and are rated in the fourth highest rating
category by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. In addition, at least
50% of total assets will consist of obligations issued by the U.S. government
or its agencies and instrumentalities, some of which may be subject to
repurchase agreements. The fund may also purchase taxable or tax-exempt
municipal securities. Up to 20% of the fund's total assets may be invested in
preferred stocks.

The One Group(R) Income Bond Fund

The One Group(R) Income Bond Fund seeks current income by investing in a
portfolio of high and medium-grade fixed-income securities. The fund will
normally invest at least 80% of total assets in debt securities of all types.
Under normal market conditions, it is anticipated that the fund's average
weighted maturity will range between five and fifteen years. At least 65% of
the fund's total assets will consist of bonds rated in one of the three highest
rating categories by at least one NRSRO at the time of investment, or, if
unrated, determined by the Adviser to be of comparable quality. However, the
Adviser reserves the right to invest in more speculative debt securities if
they present attractive opportunities and are rated in the fourth highest
rating category by at least one NRSRO at the time of investment or, if unrated,
determined by the Adviser to be of comparable quality. The fund may also
purchase taxable or tax-exempt municipal securities. Up to 20% of the fund's
total assets may be invested in preferred stocks.

The One Group(R) Government Bond Fund

The One Group(R) Government Bond Fund seeks a high level of current income with
liquidity and safety of principal. The fund seeks to achieve its objective
principally through investment in securities issued by the U.S. government and
its agencies and instrumentalities. At least 65% of the total assets of the
fund will be invested in obligations guaranteed as to principal and interest by
the U.S. government or its agencies and instrumentalities, some of which may be
subject to repurchase agreements, and other securities representing an interest
in or collateralized by mortgages that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. The balance of the fund's assets
may be invested in debt securities and taxable or tax-exempt municipal
securities. The average weighted remaining maturity of the fund is expected to
be between three and fifteen years.

The One Group(R) Ultra Short-Term Income Fund

The One Group(R) Ultra Short-Term Income Fund seeks a high level of current
income consistent with low volatility of principal by investing in a
diversified portfolio of short-term investment grade securities. The fund will
normally invest at least 80% of its total assets in debt securities of all
types, including money market instruments. In addition, up to 20% of the fund's
total assets may be invested in other securities, including preferred stock.
The fund will invest in adjustable rate mortgage pass-through securities and
other securities representing an interest in or collateralized by mortgages
with periodic interest rate resets, some of which may be subject to repurchase
agreements. These securities often are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. However, the fund also may
purchase mortgage-backed securities that are issued by non-governmental
entities. Such securities may or may not have private insurer guarantees as to
timely payments. The fund also may purchase mortgage and interest rate swaps
and interest rate floors and caps. The fund also may employ other investment
techniques to enhance returns, such as loans of fund securities, mortgage
dollar rolls, repurchase agreements, options contracts and reverse repurchase
agreements.

The Fund will maintain a maximum duration approximately two years. Under normal
interest rate conditions, the Fund's actual duration is expected to be in a
range of approximately six months to one year.

RISK FACTORS

The investments of the Fund are concentrated in the Underlying Funds, so the
Fund's investment performance is directly related to the performance of the
Underlying Funds. In addition, as a matter of fundamental policy, the Fund must
allocate its investments among the Underlying Funds within certain ranges. As a
result, the Fund does not have the same flexibility to invest as a mutual fund
without such constraints.

The Fund may invest in Underlying Funds which invest in medium or lower grade
bonds. If these bonds are downgraded, the Adviser will consider whether to
increase or decrease the Fund's investment in the affected Underlying Fund.
Further, the Fund may invest

                                                                              7
<PAGE>   255

in Underlying Funds which concentrate their assets in certain industries. Under
certain circumstances, this could result in the Fund being concentrated in
those industries. If this were to occur, the Adviser would consider whether to
maintain or change the Fund's investments in such Underlying Funds.

Special Risks of Investing in Fixed-Income Funds

The market value of a fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates. Changes by recognized agencies in the rating of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Except under condition of
default, changes in the value of fixed-income securities will not affect cash
income derived from these securities but will affect the funds' net asset
value.

Special Risks of Foreign Securities

Investments in securities of foreign issuers involve risks that are different
from investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, higher transaction costs, and
delayed settlements of transactions. Securities of some foreign companies are
less liquid, and their prices more volatile, than securities of comparable U.S.
companies. Additionally, there may be less public information available about
foreign issuers. Finally, since the funds may invest in securities denominated
in foreign currencies, changes in exchange rates may affect the value of
investments in the funds.

Special Risks of Small Capitalization Companies

Smaller, less seasoned companies may be subject to greater business risk than
larger, established companies. They may be more vulnerable to changes in
economic conditions, specific industry conditions, market fluctuations and
other factors affecting the profitability of companies. Therefore, the stock
price of smaller capitalization companies may be subject to greater price
fluctuations than that of larger, established companies. Due to these and other
risk factors, the price movement of the securities held by the funds may be
volatile and the net asset value of shares of the funds may fluctuate.

Special Risks of Mortgage Related Securities

Some of the funds invest in mortgage-related securities, such as
mortgage-backed securities, adjustable rate mortgage loans ("ARMs"), fixed rate
mortgage loans, and mortgage dollar rolls. The investment characteristics of
mortgage-related securities differ from traditional debt securities. These
differences can result in significantly greater price and yield volatility than
is the case with traditional fixed-income securities. The major differences
typically include more frequent interest and principal payments, usually
monthly, the adjustability of interest rates, and the possibility that
prepayments of principal may be made at any time. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social, and other factors. During periods of declining interest
rates, prepayment rates can be expected to accelerate. Under certain interest
rate and prepayment rate scenarios, a fund may fail to recoup fully its
investment in mortgage-related securities notwithstanding a direct or indirect
governmental or agency guarantee. The funds intend to use hedging techniques to
control this risk. In general, changes in the rate of prepayments on a
mortgage-related security will change that security's market value and its
yield to maturity. When interest rates fall, high prepayments could force a
fund to reinvest principal at a time when investment opportunities are not
attractive. Thus, mortgage-related securities may not be an effective means for
a fund to lock in long-term interest rates. Conversely, during periods when
interest rates rise, slow prepayments could cause the average life of the
security to lengthen and the value to decline more than anticipated.


HOW TO DO BUSINESS WITH
THE ONE GROUP(R)

HOW TO INVEST IN THE ONE GROUP(R)

Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group(R) Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.

                                                                               8
<PAGE>   256

Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $1,000 and $100 respectively
($100 and $25, respectively, for employees of BANC ONE CORPORATION and its
affiliates). Initial and subsequent investment minimums may be waived at the
Distributor's discretion. Investors may purchase up to a maximum of $250,000 of
Class B shares per individual purchase order.

Class A shares are offered to IRA account participants and other long-term
investors. Class B shares are offered to investors in certain retirement plans
such as 401(k) and similar qualified plans. Fiduciary Class shares are offered
to institutional investors, including affiliates of BANC ONE CORPORATION and
any bank, depository institution, insurance company, pension plan or other
organization authorized to act in fiduciary, advisory, agency, custodial or
similar capacities (each an "Authorized Financial Organization"). For
additional details regarding eligibility, call the Distributor at
1-800-480-4111.

BY MAIL

Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or
other negotiable bank instrument or money order) payable to "The One Group(R),"
to State Street Bank and Trust Company (the Trust's Transfer Agent and
Custodian), P.O. Box 8500, Boston, MA 02266-8500. Subsequent purchases of
shares may be made at any time by mailing a check to the Transfer Agent.
Account Application Forms are available through the Distributor by calling
1-800-480-4111.

Purchases of Fiduciary Class shares, and Class B shares that are being offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are made by an institutional
investor and/or other intermediary on behalf of an investor (each also a
"Shareholder Servicing Agent"). The Shareholder Servicing Agent may require an
investor to complete forms in addition to the Account Application Form and to
follow procedures established by the Shareholder Servicing Agent. Such
Shareholders should contact their Shareholder Servicing Agents regarding
purchases, exchanges and redemptions of shares. See "Additional Information
Regarding Purchases."

BY TELEPHONE OR BY WIRE

Once an Account Application Form has been received, Shareholders are eligible
to make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agents, if applicable.

Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.

SYSTEMATIC INVESTMENT PLAN

Class A and Class B investors may make automatic monthly investments in the
Fund from their bank, savings and loan or other depository institution
accounts. The minimum initial and subsequent investments must be $25 under the
Systematic Investment Plan, which minimum may be waived at the discretion of
the Distributor. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service. A depository institution may impose a charge for
debiting an investor's account which would reduce the investor's return from an
investment in the Fund.

FUND-DIRECT IRA

The Trust offers a tax-advantaged retirement plan for which the Fund may be an
appropriate investment. The Trust's retirement plan allows participants to
defer taxes while helping them build their retirement savings.

The One Group(R)Fund-Direct IRA is a retirement plan with a wide choice of
investments offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.

ADDITIONAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and
Class B shares, and the investor could be liable for any fees or expenses
incurred by the Trust. Federal funds are monies credited to a

                                                                               9
<PAGE>   257

bank's account with a Federal Reserve Bank. The purchase price of shares of the
Fund is the net asset value next determined after a purchase order is effected
plus any applicable sales charge (the "offering price"). The net asset value
per share of the Fund is determined by dividing the total market value of the
Fund's investments and other assets allocable to a class, less any liabilities
allocable to that class, by the total number of outstanding shares of such
class. Net asset value per share is determined daily as of 4:00 p.m., eastern
time, on each Business Day. For a further discussion of the calculation of net
asset value, see the Statement of Additional Information. Shares may also be
issued in transactions involving the acquisition by the Fund of securities held
by collective investment funds sponsored and administered by affiliates of the
Adviser. Purchases will be made in full and fractional shares of the Fund
calculated to three decimal places. Although the methodology and procedures are
identical, the net asset value per share of classes within the Fund may differ
because the distribution expenses charged to Class A shares and Class B shares
are not charged to Fiduciary Class shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the
Trust's Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon telephone or wire instructions, and
the investor will bear all risk of loss. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
including requiring a form of personal identification prior to acting upon
instructions received by telephone and recording telephone instructions. If
such procedures are not employed, the Trust may be liable for any losses due to
unauthorized or fraudulent instructions.

Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, Class A shares offered to IRA account participants
and Class B shares that are offered to investors in certain retirement plans
such as 401(k) and similar plans, other than Individual Retirement Accounts,
will normally be held in the name of the Shareholder Servicing Agent effecting
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by
a Shareholder Servicing Agent, should contact the Shareholder Servicing Agent
to accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.

No certificates representing shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.

SALES CHARGE

The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge reallowed to
financial institutions and intermediaries (the "commission"):

<TABLE>
<CAPTION>
                                                                       SALES CHARGE
                                              SALES CHARGE            AS APPROPRIATE             COMMISSION
                                                  AS A                 PERCENTAGE OF                AS A
                                              PERCENTAGE OF             NET AMOUNT              PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE              INVESTED              OFFERING PRICE
- ------------------                           --------------           --------------           --------------
<S>                                              <C>                       <C>                     <C>
less than $100,000                               4.50%                     4.71%                   4.05%
$100,000 but less than $250,000                  3.50%                     3.53%                   3.05%
$250,000 but less than $500,000                  2.50%                     2.36%                   2.05%
$500,000 but less than $1,000,000                2.00%                     2.04%                   1.60%
$1,000,000 or more                               0.00%                     0.00%                   0.00%
</TABLE>

The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the Distributor
will use its own funds to compensate financial institutions and intermediaries
in amounts that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or
outside the United States, and additional compensation in an amount up to 1.00%
of the offering price of Class A shares of the Fund

                                                                              10
<PAGE>   258

for sales of $1 million to $5 million, and 0.50% for sales over $5 million. A
Shareholder who purchases $1 million or more of Class A shares and is not
assessed a sales charge at the time of purchase, will be assessed a sales
charge equivalent to 1% of the purchase price if such Shareholder redeems any
or all of the Class A shares prior to the first anniversary of purchase. Under
certain circumstances, commissions up to the amount of the entire sales charge
will be reallowed to financial institutions and intermediaries, which might
then be deemed to be "underwriters" under the Securities Act of 1933.

RIGHT OF ACCUMULATION

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current value at the offering price of previously purchased Class A and
Class B shares of the Fund and other eligible funds of the Trust, other than
the Trust's money market funds, that are sold subject to a comparable sales
charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code"), and including related plans of the same employer. To
be entitled to a reduced sales charge based upon shares already owned, the
investor must ask the Distributor for such reduction at the time of purchase
and provide the account number(s) of the investor, the investor and spouse, and
their minor children, and give the age of such children. The Fund may amend or
terminate this right of accumulation at any time as to subsequent purchases.

LETTER OF INTENT

By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.

For example, assume an investor signs a Letter of Intent to purchase $250,000
in Class A shares of one (or more) of the funds of the Trust that imposes a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between
the 2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.

The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.

The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

OTHER CIRCUMSTANCES

No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired
through the exercise of exchange privileges where a comparable sales charge has
been paid for exchanged shares; (iii) purchased by officers, directors or
trustees, retirees and employees (and their spouses and immediate family
members) of the Trust, of BANC ONE CORPORATION and its subsidiaries and
affiliates, of the Distributor and its subsidiaries and affiliates, or of an
investment sub-adviser of a fund of the Trust and such sub-adviser's
subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE CORPORATION
and certain accounts (other than Individual Retirement Accounts) for which
Authorized Financial Organizations act in fiduciary, advisory, agency,
custodial or similar capacities, or purchased by investment advisers, financial
planners or other intermediaries who have a dealer arrangement with the
Distributor, who place trades for their own accounts or for the accounts of
their clients and who charge a management, consulting or other fee for their
services, as well as clients of such investment advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, financial planner
or other intermediary; (v) purchased with proceeds from the recent redemption
of Fiduciary Class shares of a fund of the Trust or acquired in an exchange of
Fiduciary Class shares of a fund for Class A shares of the same fund; (vi)
purchased with proceeds from the recent redemption of shares of a mutual fund
(other than a fund of the Trust)

                                                                              11
<PAGE>   259

for which a sales charge was paid; (vii) purchased in an Individual Retirement
Account with the proceeds of a distribution from an employee benefit plan,
provided that, at the time of distribution, the employee benefit plan had plan
assets invested in a fund of the Trust; (viii) purchased with Trust assets;
(ix) purchased in accounts as to which a bank or broker-dealer charges an asset
allocation fee, provided the bank or broker-dealer has an agreement with the
Distributor; (x) directly purchased with the proceeds of a distribution on a
bond for which a BANC ONE CORPORATION affiliate bank or trust company is the
Trustee or Paying Agent; or (xi) purchased in connection with plans of
reorganization of the Fund, such as mergers, asset acquisitions and exchange
offers to which the Fund is a party.

An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.

The waiver of the sales charge under circumstances (v), (vi), and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from
a recent redemption or distribution as described in clauses (v), (vi), and
(vii) above will not be continued indefinitely and may be discontinued at any
time without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).

ALTERNATIVE SALES ARRANGEMENTS

CLASS B SHARES

Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the sixth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described
below under "The Distributor"). The Distributor has voluntarily agreed to
reduce the amount of this fee to .90% of the Fund's average daily net assets
attributable to the Class B shares for the indefinite future. This ongoing fee
will cause Class B shares to have a higher expense ratio and to pay lower
dividends than Class A shares. Class B shares convert automatically to Class A
shares after eight years, commencing from the end of the calendar month in
which the purchase order was accepted under the circumstances and subject to
the qualifications described in this Prospectus.

Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 4.00% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.

CONTINGENT DEFERRED SALES CHARGE

If the Shareholder redeems Class B shares prior to the sixth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.

The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares,
all payments during a month are aggregated and deemed to have been made on the
first day of the month.

<TABLE>
<CAPTION>
                                                         CONTINGENT DEFERRED
                                                          SALES CHARGE AS A
     YEAR(S)                                                PERCENTAGE OF
     SINCE                                                  DOLLAR AMOUNT
     PURCHASE                                             SUBJECT TO CHARGE
     --------                                            -------------------
     <S>                                                         <C>
     0-1                                                         5.00%
     1-2                                                         4.00%
</TABLE>

                                                                             12
<PAGE>   260

<TABLE>
     <S>                                                         <C>
     2-3                                                         3.00%
     3-4                                                         3.00%
     4-5                                                         2.00%
     5-6                                                         1.00%
     6-7                                                         None
     7-8                                                         None
</TABLE>

In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class
A shares in the Shareholder's Fund account (unless the Shareholder elects to
have Class B shares redeemed first) or shares representing capital
appreciation, next of shares acquired pursuant to reinvestment of dividends and
capital gain distributions, and finally of other shares held by the Shareholder
for the longest period of time. This method should result in the lowest
possible sales charge.

To provide an example, assume you purchased 100 shares at $10 per share (a
total cost of $1,000) and prior to the second anniversary after purchase, the
net asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds is subject to a Contingent Deferred Sales Charge at a
rate of 4.00% (the applicable rate prior to the second anniversary after
purchase).

The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a Contingent Deferred Sales Charge, which is therefore waived:
(i) plans of reorganization of the Fund, such as mergers, asset acquisitions
and exchange offers to which the Fund is a party; or (ii) exchanges for Class B
shares of other funds of the Trust as described under "Exchanges."

CONVERSION FEATURE

Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending eight
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge,
fee or other charge. The conversion is not a taxable event to a Shareholder.

For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B
shares in a Shareholder's Fund account (other than those in the sub-account)
convert to Class A shares, a pro-rata portion of the Class B shares in the
sub-account will also convert to Class A shares.

If a Shareholder effects one or more exchanges among Class B shares of the
funds of the Trust during the eight-year period, the Trust will aggregate the
holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a Shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

EXCHANGES

CLASS A AND FIDUCIARY CLASS

Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.

                                                                              13
<PAGE>   261

Class A Shareholders may exchange their shares for Fiduciary Class shares of
the Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.

The exchange privilege may be exercised only in those states where the shares
of the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares,
except as provided below. The Trust does not impose a charge for processing
exchanges of shares. If a Shareholder seeks to exchange Class A shares of a
fund that does not impose a sales charge for Class A shares of a fund that does
or the fund being exchanged into has a higher sales charge, the Shareholder
will be required to pay a sales charge in the amount equal to the difference
between the sales charge applicable to the fund into which the shares are being
exchanged and any sales charges previously paid for the exchanged shares,
including any sales charges incurred on any earlier exchanges of the shares
(unless such sales charge is otherwise waived, as provided in "Other
Circumstances"). The exchange of Fiduciary Class shares for Class A shares also
will require payment of the sales charge unless the sales charge is waived, as
provided in "Other Circumstances."

CLASS B

Class B Shareholders of the Fund may exchange their shares for Class B shares
of any other fund of the Trust on the basis of the net asset value of the
exchanged Class B shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
shares. The newly acquired Class B shares will be subject to the higher
Contingent Deferred Sales Charge of either the fund from which the shares were
exchanged or the fund into which the shares were exchanged. With respect to
outstanding Class B shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the
newly acquired Class B shares, the newly acquired Class B shares shall be
deemed to have been issued on the date of receipt of the Shareholder's order to
purchase the outstanding Class B shares of the fund from which the initial
exchange was made.

ADDITIONAL INFORMATION REGARDING EXCHANGES

In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax advisers for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.

A more detailed description of the above is set forth in the Statement of
Additional Information.

REDEMPTIONS

Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable Contingent
Deferred Sales Charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid request for redemption. All written redemption
requests should be sent to The One Group(R), c/o State Street Bank and Trust
Company, P.O. Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing
Agent, if applicable. The Transfer Agent may require that the signature on the
written request be guaranteed by a commercial bank, a member firm of a domestic
stock exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.

                                                                              14
<PAGE>   262

The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less;
(ii) the redemption check is payable to the Shareholder(s) of record; and (iii)
the redemption check is mailed to the Shareholder(s) at the address of record.
The Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form or by written instruction
to the Transfer Agent or the Shareholder Servicing Agent, if applicable. There
is no charge for having redemption requests mailed to a designated bank
account.

BY TELEPHONE OR BY WIRE

Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the
Shareholder has elected the telephone redemption privilege in writing to the
Distributor, or to the Shareholder Servicing Agent, if applicable. The Transfer
Agent may reduce the amount of a wire redemption payment by its then-current
wire redemption charge, which, as of the date of this Prospectus, is $7.00.

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends
and distributions must be reinvested in shares of the Fund. Purchases of
additional Class A or Class B shares while the Systematic Withdrawal Plan is in
effect are generally undesirable because a sales charge is incurred whenever
purchases are made.

Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date of redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date.

In addition, Shareholders who have attained the age of 70 1/2 may elect to
receive distributions, to the extent that the redemption represents a minimum
required distribution from an Individual Retirement Account or other qualifying
retirement plan.

If the amount of systematic withdrawal exceeds income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.

OTHER INFORMATION REGARDING REDEMPTIONS

At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of
proceeds may be delayed for 15 or more days until payment has been collected
for the purchase of such shares. The Fund intends to pay cash for all shares
redeemed.

Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the
value of the shares in his or her account is less than the minimum amount and
will be allowed 60 days to make an additional investment in the Fund in an
amount which will increase the value of the account to at least $1,000.

See the Statement of Additional Information for examples of when the Trust may
suspend the right of redemption or redeem shares involuntarily if it appears
appropriate to do so in light of the Trust's responsibilities under the
Investment Company Act of 1940.

                                                                              15
<PAGE>   263

FUND MANAGEMENT

THE ADVISER

The Trust and Banc One Investment Advisors Corporation (the "Adviser") have
entered into an investment advisory agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program. The Adviser discharges its responsibilities subject
to the supervision of, and policies established by, the Trustees of the Trust.
The Trust's shares are not deposits or obligations of, or endorsed or guaranteed
by BANC ONE CORPORATION or its bank or non-bank affiliates. The Trust's shares
are not insured or guaranteed by the Federal Deposit Insurance Corporation
("FDIC") or by any other governmental agency or government sponsored agency of
the Federal government or any state. 

The Adviser is an indirect, wholly-owned subsidiary of BANC ONE CORPORATION, a
bank holding company incorporated in the state of Ohio. BANC ONE CORPORATION
currently has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.

On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

The Adviser represents a consolidation of the investment advisory staffs of a
number of bank affiliates of BANC ONE CORPORATION, which have considerable
experience in the management of open-end management investment company
portfolios, including The One Group(R) since 1985 (then known as "The Helmsman
Fund").

No single person is responsible for managing the assets of the Fund. Rather,
investment decisions for the Fund are made by committee.

The Adviser is entitled to a fee which is calculated daily and paid monthly,
at a rate of .05% of the average daily net assets of the Fund.

The Adviser also serves as investment adviser to each of the Underlying Funds.
As a shareholder of each of the Underlying Funds, the Fund will indirectly bear
its proportionate share of investment advisory fees paid by those funds. The
Underlying Funds pay the Adviser an advisory fee at the following rates:

<TABLE>
     <S>                                                <C>
     The One Group(R) Prime Money Market Fund           .27%
     The One Group(R) Limited Volatility Bond Fund      .30%
     The One Group(R) Intermediate Bond Fund            .30%
     The One Group(R) Income Bond Fund                  .40% 
     The One Group(R) Government Bond Fund              .45%
     The One Group(R) Ultra Short-Term Income Fund      .40%
</TABLE>

THE DISTRIBUTOR

The One Group(R) Services Company (the "Distributor"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to a
distribution agreement (the "Distribution Agreement") under which shares of the
Fund are sold on a continuous basis.

Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
 .35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of
the fees payable under the Plan may be used as compensation for Shareholder
services by the Distributor and/or financial institutions and intermediaries.
All such fees that may be paid under the Plan will be paid pursuant to Rule
12b-1 of the Investment Company Act of 1940. The Distributor may apply these
fees toward: (i) compensation for its services in connection with distribution
assistance or provision of Shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks (including affiliates of the
Adviser), savings and loan associations, insurance companies, investment
counselors, broker-dealers, and the Distributor's affiliates and subsidiaries,
as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of Shareholder services.

Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class
B Plan") at an annual rate of 1.00% of the Fund's average daily net assets,

                                                                              16
<PAGE>   264

which includes Shareholder servicing fees of .25% of the Fund's average daily
net assets. Currently, the Distributor has voluntarily agreed to limit payments
under the Class B Plan to .90% of the average daily net assets of the Class B
shares of the Fund.

Proceeds from the Contingent Deferred Sales Charge and the distribution and the
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.

The Plan and Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
the Adviser or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with
comparable transactions.

Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a financial institution that is the record
owner of shares for the account of its customers may impose separate fees for
account services to its customers.

THE ADMINISTRATOR

The One Group(R) Services Company, (the "Administrator"), a wholly-owned
subsidiary of the BISYS Group, Inc., and the Trust are parties to an
administration agreement relating to the Fund (the "Administration Agreement").
Under the terms of the Administration Agreement, the Administrator is
responsible for providing the Trust with administrative services (other than
investment advisory services), including regulatory reporting and all necessary
office space, equipment, personnel and facilities.

The Adviser also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .10% of the Fund's
average daily net assets on the first $500,000,000 in Fund assets, .075% of the
Fund's average daily net assets between $500,000,000 and $1 billion, and .05%
of the Fund's average daily net assets when Fund assets exceed $1 billion.

THE TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust
Company. Bank One Trust Company receives a fee paid by the Trust.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Ropes & Gray serves as counsel to the Trust. Coopers & Lybrand L.L.P. serves
as the independent accountants of the Trust.

OTHER INFORMATION

THE TRUST

The Trust was organized as a Massachusetts Business Trust under a Declaration
of Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to
offer separate funds and different classes of each fund. All consideration
received by the Trust for shares of any fund and all assets of such fund belong
to that fund and would be subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state

                                                                              17
<PAGE>   265

securities laws, pricing, insurance expenses, litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organizational expenses.

The Adviser and the Administrator of the Fund each bears all expenses incurred
in connection with the performance of their services as investment adviser and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund.

As a general matter, as set forth in the Multiple Class Plan, expenses are
allocated to each class of shares of the Fund on the basis of the net asset
value of that class in relation to the net asset value of the Fund. At present,
the only expenses that are allocated to Class A and Class B shares, other than
in accordance with the relative net asset value of the class, are the
distribution and Shareholder services costs. See "Expense Summary." At present,
no expenses are allocated to Fiduciary Class shares as a class that are not
also borne by the other classes of shares of the Fund in proportion to the
relative net asset value of the shares of such classes.

The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described above, certain
companies provide essential management services to the Trust.

VOTING RIGHTS

As set forth in the Multiple Class Plan, each share held entitles the
Shareholder of record to one vote. Each fund of the Trust will vote separately
on matters relating solely to that fund. In addition, each class of a fund
shall have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ
from the interests of any other class. However, all fund Shareholders will have
equal voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the
operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be elected or removed by the
remaining Trustees or by Shareholders at a special meeting called upon written
request of Shareholders owning at least 10% of the outstanding shares of the
Trust. In the event that such a meeting is requested, the Trust will provide
appropriate assistance and information to the Shareholders requesting the
meeting.

DIVIDENDS

Net investment income (exclusive of capital gains) is declared daily, and is
determined and distributed in the form of monthly dividends to Shareholders of
Record on the first Business Day of each month. Capital gains of the Fund, if
any, will be distributed at least annually.

To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly
distributions level from the Fund may be fixed from time to time at rates
consistent with the Adviser's long-term earnings expectations.

Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500,
and will become effective with respect to dividends and distributions having
record dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions
paid in cash.

Class B shares received as dividends and capital gains distributions at net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. See "Conversion
Feature."

Dividends and distributions of the Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will

                                                                              18
<PAGE>   266

pay the full price for the shares and receive some portion of the price back as
a taxable dividend or distribution even though such distribution would, in
effect, represent a return of the Shareholder's investment.

The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to the Administrator, The One Group(R)
Services Company, 3435 Stelzer Road, Columbus, OH 43219.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

OTHER INVESTMENT POLICIES

PORTFOLIO TURNOVER

Portfolio turnover may vary greatly from year to year as well as within a
particular year. It is estimated that the annual portfolio turnover rate will
not exceed 100%. Higher portfolio turnover rates will likely result in higher
transaction costs to the Fund and may result in additional tax consequences to
Fund Shareholders.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed
without the consent of the holders of a majority of the Fund's outstanding
shares. The term "majority of the outstanding shares" means the vote of (i) 67%
or more of the Fund's shares present at a meeting, if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

The Fund may not:
   
1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, securities of regulated
investment companies, and if consistent with the Fund's investment objective
and policies, repurchase agreements involving such securities) if as a result
more than 25% of the total assets of the Fund would be invested in the
securities of such issuer.  This restriction applies to 50% of the Fund's total
assets. With respect to the remaining 50% of its total assets, the Fund may not
purchase the securities of any issuer if as a result more than 5% of the total
assets of the Fund would be invested in the securities of such issuer.  For
purposes of this limitation, a security is considered to be issued by the
government entity whose assets and revenues guarantee or back the security.
With respect to private activity bonds or industrial development bonds backed
only by the assets and revenues of a non-governmental user, such user would be
considered the issuer.
    
2. Purchase any securities that would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, except for
investments in funds of The One Group(R), provided that this limitation does
not apply to investments in obligations issued or guaranteed by the U.S.
government or its agencies and instrumentalities and repurchase agreements
involving such securities. For purposes of this limitation (i) utilities will
be divided according to their services (for example, gas, gas transmission,
electric and telephone will each be considered a separate industry); and (ii)
wholly-owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of their parents.

3. Make loans, except that the Fund may (i) purchase or hold debt instruments
in accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

The foregoing percentages will apply at the time of purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information. For the investment limitations of the Underlying Funds, see the
applicable prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Underlying Funds. As described above in "Investment Polices of the Fund -
Permissible Investments," the Fund may also invest directly in certain of the
following instruments for temporary

                                                                              19
<PAGE>   267

defensive purposes. For a more detailed description, see the Statement of
Additional Information or the prospectuses of the Underlying Funds.

U.S. TREASURY OBLIGATIONS -- The funds may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").

RECEIPTS -- The funds may purchase interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury notes and U.S.
Treasury bonds into a special account at a custodian bank. Receipts include
Treasury Receipts ("TRS"), Treasury Investment Growth Receipts ("TIGRS"), and
Certificates of Accrual on Treasury Securities ("CATS").

CERTIFICATES OF DEPOSIT -- Certificates of deposit ("CDs") are negotiable
interest bearing instruments with a specific maturity. CDs are issued by banks
and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, a time
deposit ("TD") earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by (i.e., made an obligation of) a commercial
bank. Maturities are generally six months or less.

COMMERCIAL PAPER -- Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few days to nine months.

U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific
types of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the
full faith and credit of the U.S. Treasury; others, such as the Federal
National Mortgage Association ("Fannie Mae"), are supported by the credit of
the instrumentality and have the right to borrow from the U.S. Treasury; others
are supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues and mortgage-backed
securities issued or guaranteed by select agencies.

CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stocks, as well
as commercial paper (short-term promissory notes issued by corporations).
Issuers of corporate bonds and notes are divided into many different categories
by bond market sector, such as electric utilities, gas utilities, telephone
utilities, consumer finance companies, wholesale finance companies and
industrial companies. Within each major category of issuer, there are many
subcategories.

WARRANTS -- Warrants are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of common
stock at a specified price, usually at a price that is higher than the market
price at the time of issuance of the warrant. The right may last for a period
of years or indefinitely.

COMMON STOCK -- Common stock represents a share of ownership in a company and
usually carries voting rights and earns dividends. Unlike preferred stock,
dividends on common stock are not fixed but are declared at the discretion of
the issuer's board of directors.

INVESTMENT COMPANY SECURITIES -- The funds may invest up to 5% of their total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of their assets in the securities of other investment companies.

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a person
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days from the date of purchase. The custodian or
its agent will hold the security as collateral for the repurchase agreement.
Collateral must be maintained at a value at least equal to 100% of the
repurchase price. The funds bear a risk of loss in the event the other party
defaults on its obligations and the funds are delayed or prevented from their
right to dispose of the collateral securities or if the funds realize a loss on
the sale of the collateral securities.

                                                                              20
<PAGE>   268
REVERSE REPURCHASE AGREEMENTS -- The funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the funds would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The funds will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the funds enter into a reverse
repurchase agreement, they would place liquid high grade debt securities having
a value equal to the repurchase price (including accrued interest), in a
segregated custodial account and would subsequently monitor the account to
ensure that such equivalent value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the funds may
decline below the price at which the funds are obligated to repurchase the
securities.

DEMAND FEATURES -- The funds may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the funds. The purpose
of engaging in transactions involving puts is to maintain flexibility and
liquidity to permit the funds to meet redemption requests and remain as fully
invested as possible.

ASSET-BACKED SECURITIES -- Asset-backed securities consist of securities secured
by company receivables, home equity loans, truck and auto loans, leases, credit
card receivables and other securities backed by other types of receivables or
other assets. These securities are generally pass-through securities, which
means that principal and interest payments on the underlying securities (less
servicing fees) are passed through to shareholders on a pro rata basis. These
securities involve prepayment risk, which is the risk that the underlying debt
will be refinanced or paid off prior to their maturities during periods of
declining interest rates. In that case, a portfolio manager may have to
reinvest the proceeds from the securities at a lower rate. Potential market
gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk. Under certain interest rate and prepayment rate scenarios, the
funds may fail to recoup fully their investment in asset-backed securities.
Asset-backed securities are commonly considered to be derivatives.

SHORT-TERM FUNDING AGREEMENTS -- The funds may, in order to enhance yield, make
limited investments in short-term funding agreements issued by banks and highly
rated insurance companies. Short-term funding agreements issued by insurance
companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the funds make cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the funds on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The funds will purchase short-term
funding agreements only from banks and insurance companies which, at the time
of purchase, are rated "A" or the equivalent by at least one NRSRO and have
assets of $1 billion or more. Generally, there is no active secondary market
in short-term funding agreements.

SECURITIES OF FOREIGN ISSUERS -- The funds may invest in securities of foreign
issuers to achieve income or capital appreciation. The funds also may invest in
commercial paper of foreign issuers and obligations of foreign branches of U.S.
banks, U.S. and London branches of foreign banks, and supranational entities
which are established through the joint participation of several governments
(e.g., the Asian Development Bank and the Inter-American Development Bank).
Securities of foreign issuers may include sponsored and unsponsored American
Depository Receipts ("ADRs"), which are securities typically issued by a U.S.
financial institution that evidence ownership interests in a pool of securities
issued by a foreign issuer. ADRs include American Depository Shares and New
York Shares. There may be less information available on the foreign issuers of
unsponsored ADRs than on the issuers of sponsored ADRs.

MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The funds may acquire
securities representing an interest in a pool of mortgage loans that are issued
or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Mortgage-backed
securities may also be issued by non-governmental entities and may or may not
have private insurer guarantees of timely payments. The funds also may invest
in mortgage-backed securities issued by non-government entities, which consist
of Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). Mortgage-backed securities are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the average life or realized yield of a
particular issue of pass-through certificates. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. When the mortgage obligations are prepaid, the
funds may have to reinvest in securities with a lower yield. Moreover,
prepayment of mortgages which underlie securities purchased at a premium could
result in capital losses.

STRIPPED MORTGAGE-BACKED SECURITIES -- The funds may, to enhance revenues or
hedge against interest rate risk, invest in stripped mortgage-backed securities
("SMBS"), which are derivative multiclass mortgage securities. The funds may
only invest in SMBS issued or guaranteed by the U.S. government, its agencies
or instrumentalities. SMBS are usually structured with two classes that receive
different proportions of the interest and principal distributions from a pool
of mortgage assets. A common type of SMBS
                                                                              21
<PAGE>   269

will have one class receiving all of the interest from the mortgage assets
("IOs"), while the other class will receive all of the principal ("POs"). If
the underlying mortgage assets experience greater than anticipated prepayments
of principal, the funds may fail to fully recoup their initial investment in
these securities. Although the market for such securities is increasingly
liquid, certain SMBS may not be readily marketable and will be considered
illiquid for purposes of the funds' limitations on investments in illiquid
securities. The market value of the class consisting entirely of principal
payments generally is unusually volatile in response to changes in interest
rates.

MORTGAGE DOLLAR ROLLS -- The funds may enter into mortgage "dollar rolls" in
which the funds sell securities for delivery in the current month and
simultaneously contract with the same counterparty to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The funds benefit to the extent of any difference between the price
received for the securities sold and the lower forward price for the future
purchase (often referred to as the "drop") or fee income plus the interest
earned on the cash proceeds of the securities sold until the settlement date of
the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the funds compared
with what such performance would have been without the use of mortgage dollar
rolls.

FIXED RATE MORTGAGE LOANS -- Generally, fixed rate mortgage loans eligible for
inclusion in a mortgage pool will bear simple interest at fixed annual rates
and have original terms to maturity ranging from 5 to 40 years. The funds may
invest in fixed rate mortgage loans that are privately issued and are not
issued or guaranteed by the U.S. government.

SECURITIES LENDING -- In order to generate additional income, the funds may
lend up to 33% of the securities in which they are invested pursuant to
agreements requiring that the loan be continuously secured by cash, securities
of the U.S. government or its agencies, shares of an investment trust or
mutual fund or any combination of cash and such securities as collateral equal
at all times to at least 100% of the market value plus accrued interest on the
securities lent. The funds will continue to receive interest on the securities
lent while simultaneously seeking to earn interest on the investment of cash
collateral in U.S. government securities, shares of an investment trust or
mutual fund, or other short-term, highly liquid investments. Collateral is
marked to market daily to provide a level of collateral at least equal to the
market value of the securities lent. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially. However, loans will only be made to borrowers
deemed by the Adviser to be of good standing under guidelines established by
the Trust's Board of Trustees and when, in the judgment of the Adviser, the
consideration which can be earned currently from such securities loans
justifies the attendant risk. The funds will enter into loan arrangements only
with counterparties which the Adviser has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the funds or the borrower at any time, and are therefore, not
considered to be illiquid investments.

RESTRICTED SECURITIES -- The funds may invest in commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) commercial paper is restricted as to
disposition under Federal securities law and is generally sold to institutional
investors, such as the funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution.

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling
on interest rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest rates.

SECURITIES PURCHASED ON A WHEN-ISSUED BASIS AND FORWARD COMMITMENTS -- The
funds may purchase securities on a when-issued basis when deemed by the Adviser
to present attractive investment opportunities. When-issued securities are
purchased for delivery beyond the normal settlement date at a stated price and
yield, thereby involving the risk that the yield obtained will be less than
that available in the market at delivery. When the Adviser purchases a
when-issued security, the Custodian will set aside cash or liquid securities to
satisfy the purchase commitment. The funds generally will not pay for such
securities or earn interest on them until received. In a forward commitment
transaction, the funds contract to purchase securities for a fixed price at a
future date beyond customary settlement time. The funds are required to hold
and maintain in a segregated account until the settlement date, cash, U.S.
government securities or liquid high-grade debt obligations in an amount
sufficient to meet the purchase price. Alternatively, the funds may enter into
offsetting contracts for the forward sale of other securities that they own.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased declines
prior to the settlement date.

OPTIONS -- The funds may purchase and write (i.e., sell) call options and put
options on securities and indices, which options are traded on national
securities exchanges. A call option gives the purchaser the right to buy, and
obligates the writer of the option to

                                                                              22
<PAGE>   270

sell, the underlying security at the agreed upon exercise (or "strike") price
during the option period. A put option gives the purchaser the right to sell,
and obligates the writer to buy, the underlying security at the strike price
during the option period. There are risks associated with options transactions,
including the following: (i) the success of a hedging strategy may depend on
the ability of the Adviser to predict movements in the prices of the individual
securities, fluctuations in markets and movements in interest rates; (ii) there
may be an imperfect or no correlation between the changes in market value of
the securities held by the funds and the prices of options; (iii) there may not
be a liquid secondary market for options; and (iv) while the funds will receive
a premium when they write covered call options, they may not participate fully
in a rise in the market value of the underlying security. It is expected that
the funds will only engage in option transactions with respect to permitted
investments and related indices.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain of the funds may enter into
futures contracts, options on futures contracts, index futures and options
thereon that are traded on an exchange regulated by the Commodities Futures
Trading Commission ("CFTC") if, to the extent that such futures and options are
not for "bona fide hedging purposes" (as defined by the CFTC), the aggregate
initial margin and premiums on such positions (excluding the amount by which
options are in the money) do not exceed 5% of the funds' total assets at
current value. Options and futures can be volatile instruments, and involve
certain risks. If the Adviser applies a hedge at an inappropriate time or
judges interest rates incorrectly, options and futures strategies may lower a
fund's return. The funds could also experience losses if the prices of their
options and futures positions were poorly correlated with their other
instruments, or if they could not close out their positions because of an
illiquid secondary market.

SWAPS, CAPS AND FLOORS -- In order to protect the value of the funds from
interest rate fluctuations and to hedge against fluctuations in the floating
rate market in which the funds' investments are traded, the funds may enter
into swaps, caps, and floors on various securities (such as U.S. government
securities), securities indexes, interest rates, prepayment rates, foreign
currencies or other financial instruments or indexes, for both hedging and
non-hedging purposes. Swap contracts typically involve an exchange of
obligations by two sophisticated parties. For example, in an interest rate
swap, a fund may exchange with another party their respective rights to receive
interest, such as an exchange of fixed rate payments for floating rate
payments. Currency swaps involve the exchange of respective rights to make or
receive payments in specified currencies. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages.

Caps and floors are variations on swaps. The purchase of a cap entitles the
purchaser to receive a principal amount from the party selling the cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter
options transactions, and may involve investment risks that are similar to
those associated with options transactions and options on futures contracts.

NEW FINANCIAL PRODUCTS -- New options and futures contracts and other financial
products, and various combinations thereof, continue to be developed and the
funds may invest in any such options, contracts and products as may be
developed to the extent consistent with their investment objective, policies
and restrictions and the regulatory requirements applicable to investment
companies. These various products may be used to adjust the risk and return
characteristics of the funds' portfolio of investments. These various products
may increase or decrease exposure to security prices, interest rates, commodity
prices, or other factors that affect security values, regardless of the
issuer's credit risk. If market conditions do not perform consistent with
expectations, the performance of the funds would be less favorable than it
would have been if these products were not used. In addition, losses may occur
if counterparties involved in transactions do not perform as promised. These
products may expose the funds to potentially greater return as well as
potentially greater risk of loss than more traditional fixed-income
investments.

STRUCTURED INSTRUMENTS -- Structured instruments are debt securities issued by
agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are
indexed to certain specific foreign currency exchange rates, interest rates, or
one or more other reference indices. Structured instruments frequently are
assembled in the form of medium-term notes, but a variety of forms are
available. Structured instruments are commonly considered to be derivatives.

While structured instruments may offer the potential for a favorable rate of
return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference
index changes in a manner other than that expected by the Adviser, principal
and/or interest payments on the structured instrument may be substantially less
than expected. In addition, although structured instruments may be sold in the
form of a corporate debt obligation, they may not have some of the protection
against counterparty default that may be available with respect to publicly
traded debt securities (i.e., the existence of a trust indenture).

                                                                              23
<PAGE>   271

MUNICIPAL SECURITIES -- Municipal Securities are issued by a state or political
subdivision to obtain funds for various public purposes. Municipal securities
are generally classified as "general obligation" bonds and "revenue" bonds.
General obligation bonds are obligations involving the credit of an issuer
possessing taxing power and are payable from the issuer's general unrestricted
revenues. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. Revenue bonds are not
payable from the issuer's general revenues. The funds also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.

INVERSE FLOATING RATE INSTRUMENTS -- The funds may seek to increase yield by
investing in leveraged inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their market values.
Accordingly, the duration of an inverse floater may exceed its stated final
maturity.

DESCRIPTION OF RATINGS

The following descriptions are summaries of published ratings.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1 and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality, respectively, on
the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the
second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

                                                                              24
<PAGE>   272

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.

Standard & Poor's Rating Services

Investment Grade
- ----------------

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher categories.

Non-Investment Grade
- --------------------

Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rated category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

Bonds rated B have a greater vulnerability to default but currently have the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

Bonds rated CCC have currently identifiable vulnerability to default, and are
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, they are not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

The rating CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

The rating C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating. The C rating may be used to cover a
situation where a bankruptcy petition has been filed, but debt service payments
are continued.

The rating C1 is reserved for income bonds on which no interest is being paid.

Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

Plus (+) or minus (-). Ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.


Moody's Investor Service, Inc.

Investment Grade
- ----------------

Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is

                                                                              25
<PAGE>   273

secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues. Bonds rated Aa by Moody's are judged by Moody's
to be of high quality by all standards. Together with bonds rated Aaa, they
comprise what are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present that make the long-term risks appear
somewhat larger than in Aaa securities. Bonds that are rated A possess many
favorable investment attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.

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

Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of the issuers of securities rated BBB or Baa to make
principal and interest payments than is the case with higher grade securities.

Non-Investment Grade
- --------------------

Bonds rated Ba are more uncertain and have speculative elements. The protection
of interest and principal payments is not well safeguarded during good and bad
times. Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over time).

Bonds rated Caa have poor standing and may be in default. These bonds carry an
element of danger with respect to principal and interest payments. Bonds rated
Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining investment standing.

Unrated securities will be treated as non-investment grade securities unless
the Adviser determines that such securities are the equivalent of investment
grade securities. Securities that have received different ratings from more
than one agency are considered investment grade if at least one agency has
rated the security investment grade.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

Moody's highest rating for state, municipal and other short-term notes is MIG-1
and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the
best quality. They have strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market
for refinancing or both. Short-term municipal securities rated MIG-2 and VMIG-2
are of high quality. Margins of protection are ample although not so large as
in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing beyond three years will most likely receive a long-term
debt rating. The following criteria will be used in making that assessment:

- - Amortization schedule (the larger the final maturity relative to other
  maturities the more likely it will be treated as a note).

- - Source of Payment (the more dependent the issue is on the market for its
  refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MISCELLANEOUS

PERFORMANCE

From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to
the annualized income generated by

                                                                              26
<PAGE>   274

an investment in the Fund over a specified 30-day period. The yield is
calculated by assuming that the income generated by the investment during that
period is generated over a one-year period and is shown as a percentage of the
investment.

Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.

The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.

Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return
and is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.

The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares
and Class B shares because Fiduciary Class shares are not subject to sales
charges and distribution expenses.

The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that
may assume investment of dividends but do not reflect deductions for
administrative and management costs. In addition, the performance of each class
of the Fund may be compared to other funds or to relevant indices that may
calculate total return without reflecting sales charges; in which case, the
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

TAXES

The following summary of Federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign tax treatment of the Fund
or its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to the tax consequences of investing
in the Fund.

TAX STATUS OF THE FUND

The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.

TAX STATUS OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares, and any net
capital gains will be distributed at least annually and will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans") will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable
to such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified

                                                                              27
<PAGE>   275

retirement plan account in the Fund and qualified retirement plan trusts
considering purchasing such shares, should consult their tax advisers for a
more complete explanation of the Federal tax consequences, and for an
explanation of the state, local and (if applicable) foreign tax consequences of
making such an investment.

The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.

Certain securities purchased by the Fund (such as STRIPS, CUBES, TRS, TIGRS and
CATS), as defined in the "Description of Permitted Investments," are sold at
original issue discount and thus do not make periodic cash interest payments.
The Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period. Because the Fund distributes
substantially all of its net investment income to its Shareholders (including
such imputed interest), the Fund may have to sell portfolio securities in order
to generate the cash necessary for the required distributions. Such sales may
occur at a time when the Adviser would not have chosen to sell such securities
and may result in a taxable gain or loss.

Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.

Dividends received by a Shareholder that are derived from the Fund's
investments in U.S. government obligations may not be entitled to the
exemptions from state and local income taxes that would be available if the
Shareholder had purchased U.S. government obligations directly. The Fund will
inform Shareholders annually of the percentage of income and distributions
derived from U.S. government obligations. Shareholders should consult their tax
advisers regarding the state and local tax treatment of the dividends received
from the Fund.

The Fund may be subject to foreign withholding taxes on income derived from
obligations of foreign issuers. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

Sale, exchange or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.

                                                                              28
<PAGE>   276

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                                              29

<PAGE>   277

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                                              30
<PAGE>   278

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                                                              31
<PAGE>   279

Investment Adviser and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211

Distributor
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Administrator
The One Group(R) Services Company
3435 Stelzer Road
Columbus, OH 43219

Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500

Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C. 20005

Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215

                                                                              32
<PAGE>   280
                                                  THE ONE GROUP(R)

                                               CROSS REFERENCE SHEET
                                               ---------------------
                                               COMBINED STATEMENT OF
                                               ---------------------
                                              ADDITIONAL INFORMATION
                                              ----------------------


<TABLE>
<CAPTION>
                                                                       Combined Statement of
                                                                       Additional Information
Form N-1A Part A Item                                                           Caption
- ---------------------                                                  ----------------------

<S>                                                                    <C>          
10. Cover Page ....................................................    Cover Page

11. Table of Contents .............................................    Table of Contents

12. General Information and History ...............................    The Trust; Additional Information -
                                                                       Description of Shares

13. Investment Objective and                                           Investment Objectives and
      Policies ....................................................    Policies

14. Management of the Fund ........................................    Management of the Trust

15. Control Persons and Principal                                      Additional Information -
      Holders of Securities .......................................    Miscellaneous

16. Investment Advisory and Other
      Services ....................................................    Management of the Trust

17. Brokerage Allocation ..........................................    Management of the Trust - Portfolio
                                                                       Transactions

18. Capital Stock and Other Securities ............................    Valuation; Additional Information
                                                                       Regarding the Calculation of Per
                                                                       Share Net Asset Value; Additional
                                                                       Purchase and Redemption
                                                                       Information; Additional Information

19. Purchase, Redemption and Pricing of                                Valuation; Additional Information
      Securities Being Offered ....................................    Regarding the Calculation of Per
                                                                       Share Net Asset Value; Additional
                                                                       Purchase and Redemption
                                                                       Information; Management of the
                                                                       Trust
</TABLE>


<PAGE>   281


<TABLE>
<CAPTION>
                                                                       Combined Statement of
                                                                       Additional Information
Form N-1A Part A Item                                                           Caption
- ---------------------                                                  ----------------------

<S>                                                                    <C>          
20. Tax Status ....................................................    Investment Objectives and Policies -
                                                                       Additional Tax Information          
                                                                       Concerning All Funds of the Fund;
                                                                       Additional Tax Information          
                                                                       Concerning the Tax-Free Funds;      
                                                                       Additional Tax Information          
                                                                       Concerning the International Equity 
                                                                       Index and the Short-Term Global     
                                                                       Bond Funds; Foreign Tax Credit      
                                                                                                           
21. Underwriters ..................................................    Management of the Trust -
                                                                       Distributor

22. Calculation of Performance Data ...............................    Additional Information - Calculation
                                                                       of Performance Data

23. Financial Statements ..........................................    Financial Statements
</TABLE>


Part C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.





<PAGE>   282
<TABLE>
<CAPTION>
                                           STATEMENT OF ADDITIONAL INFORMATION

                                                      The One Group(R)
                                                      ----------------

<S>                                                                 <C>
                                The One Group(R) U.S. Treasury Securities Money Market Fund
                                    (the "U.S. Treasury Securities Money Market Fund")
                          The One Group(R) Prime Money Market Fund (the "Prime Money Market Fund")
                      The One Group(R) Municipal Money Market Fund (the "Municipal Money Market Fund")
                 The One Group(R) Ohio Municipal Money Market Fund (the "Ohio Municipal Money Market Fund")
                               The One Group(R) Income Equity Fund (the "Income Equity Fund")
                           The One Group(R) Disciplined Value Fund (the "Disciplined Value Fund")
                        The One Group(R) Growth Opportunities Fund (the "Growth Opportunities Fund")
                  The One Group(R) International Equity Index Fund (the "International Equity Index Fund")
                                The One Group(R) Equity Index Fund (the "Equity Index Fund")
                         The One Group(R) Large Company Value Fund (the "Large Company Value Fund")
                        The One Group(R) Large Company Growth Fund (the "Large Company Growth Fund")
                            The One Group(R) Asset Allocation Fund (the "Asset Allocation Fund")
                                 The One Group(R) Income Bond Fund (the "Income Bond Fund")
                     The One Group(R) Limited Volatility Bond Fund (the "Limited Volatility Bond Fund")
                           The One Group(R) Intermediate Bond Fund (the "Intermediate Bond Fund")
                             The One Group(R) Government Bond Fund (the "Government Bond Fund")
                        The One Group(R) Ultra Short-Term Income Fund (the "Ultra Short-Term Income Fund")
                            The One Group(R) Municipal Income Fund (the "Municipal Income Fund")
                  The One Group(R) Intermediate Tax-Free Bond Fund (the "Intermediate Tax-Free Bond Fund")
                         The One Group(R) Ohio Municipal Bond Fund (the "Ohio Municipal Bond Fund")
                         The One Group(R) Texas Tax-Free Bond Fund (the "Texas Tax-Free Bond Fund")
                 The One Group(R) West Virginia Tax-Free Bond Fund (the "West Virginia Tax-Free Bond Fund")
                     The One Group(R) Kentucky Municipal Bond Fund (the "Kentucky Municipal Bond Fund")
                       The One Group(R) Arizona Tax-Free Bond Fund (the "Arizona Tax-Free Bond Fund")
                       The One Group(R) Treasury Money Market Fund (the "Treasury Money Market Fund")
                  The One Group(R) Treasury Only Money Market Fund (the "Treasury Only Money Market Fund") 
                     The One Group(R) Government Money Market Fund (the "Government Money Market Fund") 
                     The One Group(R) Tax Exempt Money Market Fund (the "Tax Exempt Money Market Fund")
            The One Group(R) Institutional Prime Money Market Fund (the "Institutional Prime Money Market Fund")
                    The One Group(R) Louisiana Municipal Bond Fund (the "Louisiana Municipal Bond Fund")
                                The One Group(R) Value Growth Fund (the "Value Growth Fund")
                           The One Group(R) Gulf South Growth Fund (the "Gulf South Growth Fund")
                                         The One Group Income Fund (the "Income Fund")
                                The One Group Investor Growth Fund (the "Investor Growth Fund)
                       The One Group Investor Growth & Income Fund (the "Investor Growth & Income Fund)
                     The One Group Investor Aggressive Growth Fund (the "Investor Aggressive Growth")
                          The One Group Investor Fixed Income Fund (the "Investor Fixed Income Fund")
                   The One Group Investor Conservative Growth Fund (the "Investor Conservative Growth Fund")
                              The One Group Investor Balanced Fund (the "Investor Balanced Fund")

                                                          August 27, 1996
                                                          ---------------
</TABLE>

This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses for the U.S. Treasury Securities Money
Market Fund, the Prime Money Market Fund, the Municipal Money Market Fund, the
Income Equity Fund, the Disciplined Value Fund, the Growth Opportunities Fund,
the International Equity Index Fund, the Equity Index Fund, the Large Company
Value Fund, the Large Company Growth Fund, the Income Bond Fund, the Limited
Volatility Bond Fund, the Intermediate Bond Fund, the Intermediate Tax-Free Bond
Fund, the Ohio Municipal Bond Fund, the Government Bond Fund, the Ultra
Short-Term Income Fund, the Asset Allocation Fund, the Municipal Income Fund,
the Texas Tax-Free Bond Fund, the West Virginia Tax-Free Bond Fund, the Kentucky
Municipal Bond



<PAGE>   283



Fund, the Arizona Tax-Free Bond Fund, the Ohio Municipal Money Market
Fund, the Treasury Money Market Fund, the Treasury Only Money Market Fund, the
Government Money Market Fund, the Tax Exempt Money Market Fund, the
Institutional Prime Money Market Fund, the Louisiana Municipal Bond Fund, the
Value Growth Fund, the Gulf South Growth Fund, the Income Fund, the Investor
Growth Fund, the Investor Growth & Income Fund, the Investor Aggressive Growth
Fund, the Investor Fixed  Income Fund, the Investor Conservative Growth Fund,
and the Investor Balanced  Fund. The Prospectuses for each of  The One Group(R)
Funds are dated November 1, 1995 (except the prospectuses for  the Louisiana
Municipal Bond Fund, the Value Growth Fund and the Gulf South  Growth Fund
which are dated February 7, 1996 and the prospectuses for the  Ultra Short-Term
Income Fund, the Income Fund, the Investor Growth Fund, the  Investor Growth &
Income Fund, the Investor Aggressive Growth Fund, the  Investor Fixed Income
Fund, the Investor Conservative Growth Fund, and the  Investor Balanced Fund,
which are dated August 26, 1996. This Statement of  Additional Information is
incorporated in its entirety into each of those  Prospectuses. A copy of each
of the Prospectuses for the Trust may be obtained by writing to the Distributor
for the Trust, The One Group Services Company, 3435 Stelzer Road, Columbus,
Ohio 43219, or by telephoning toll free (800)-480-4111.



<PAGE>   284


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
THE TRUST.........................................................................................................1

INVESTMENT OBJECTIVES AND POLICIES................................................................................2
         Additional Information on Fund Instruments...............................................................2
                  High Quality Investments With Regard to the Money Market and Institutional
                           Money Market Funds.....................................................................2
                  Bank Obligations ...............................................................................4
                  Commercial Paper................................................................................5
                  Repurchase Agreements...........................................................................5
                  Reverse Repurchase Agreements...................................................................6
                  Government Securities...........................................................................6
                  Futures and Options Trading.....................................................................7
                           Futures Contracts......................................................................7
                           Restrictions on the Use of Futures Contracts...........................................9
                           Risk Factors in Futures Transactions..................................................10
                           Options Contracts.....................................................................11
                  Covered Calls..................................................................................12
                  Puts     ......................................................................................14
                  Purchasing Call Options........................................................................15
                  Risk Factors in Options Transactions...........................................................15
                  Mortgage-related Securities....................................................................16
                  Yield, Market Value and Risk Considerations of Mortgage-Backed
                           Securities............................................................................17
                  Foreign Investments ...........................................................................18
                  PERCS*   ......................................................................................20
                  When-Issued Securities.........................................................................20
                  Securities Lending.............................................................................21
                  Index Investing by the Equity Index and International Equity Index Funds.......................21
                  Foreign Currency Transactions..................................................................23
                           Transaction Hedging...................................................................23
                           Position Hedging......................................................................24
                           Currency Forward and Futures Contracts................................................24
                  General Characteristics of Currency Futures Contracts..........................................25
                           Foreign Currency Options..............................................................26
                           Foreign Currency Conversion...........................................................27
                  Variable and Floating Rate Notes...............................................................27
                  Municipal Securities ..........................................................................29
                  Demand Features................................................................................33
</TABLE>

                                                      -i-


<PAGE>   285


<TABLE>
<S>                                                                                                              <C>
                  Swaps, Caps and Floors.........................................................................34
                  Structured Instruments.........................................................................36
                  New Financial Products.........................................................................37
                  Restricted Securities..........................................................................37

                  High Yield Securities..........................................................................38
                  Ohio Municipal Securities......................................................................39
                           Risk Factors Regarding Investments in Ohio Municipal Securities.......................40

                  West Virginia Municipal Securities.............................................................40
                           Risk Factors Regarding Investments in West Virginia Municipal
                                    Securities...................................................................41
                  Kentucky Municipal Securities..................................................................41
                           Risk Factors Regarding Investments in Kentucky Municipal
                                    Securities...................................................................42
                  Texas Municipal Securities.....................................................................42
                           Risk Factors Regarding Investments in Texas Municipal Securities......................42
                  Arizona Municipal Securities...................................................................42
                           Risk Factors Regarding Investments in Arizona Municipal
                                    Securities...................................................................43
                  Louisiana Municipal Securities.................................................................43
                           Risk Factors Regarding Investments in Louisiana Municipal
                                    Securities...................................................................43
         Investment Restrictions.................................................................................46
         Portfolio Turnover......................................................................................50
         Additional Tax Information Concerning All Funds of the Trust ...........................................52
         Additional Tax Information Concerning the Tax-Free Funds ...............................................55
         Additional Tax Information Concerning the International Equity Index Fund...............................56
         Foreign Tax Credit......................................................................................57

VALUATION........................................................................................................57
         Valuation of the Money Market and Institutional Money Market Funds......................................57
         Valuation of the Equity Funds, the Bond Funds and the Municipal Bond Funds..............................58

ADDITIONAL INFORMATION REGARDING THE
         CALCULATION OF PER SHARE NET ASSET VALUE................................................................59

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...................................................................59

MANAGEMENT OF THE TRUST .........................................................................................62
         Trustees & Officers ....................................................................................62
         Investment Adviser......................................................................................66
                  Banc One Investment Advisors Corporation.......................................................66
                  Boston International Advisors, Inc.............................................................68
         Glass-Steagall Act......................................................................................69
</TABLE>

                                                      -ii-


<PAGE>   286


<TABLE>
<S>                                                                                                              <C>
         Portfolio Transactions..................................................................................69
         Administrator...........................................................................................73
         Expenses ...............................................................................................77
         Distributor.............................................................................................77
         Distribution Plan.......................................................................................78
         Custodian and Transfer Agent............................................................................80
         Experts  ...............................................................................................81

ADDITIONAL INFORMATION...........................................................................................82
         Description of Shares...................................................................................82
         Shareholder and Trustee Liability.......................................................................83
         Calculation of Performance Data.........................................................................84
         Miscellaneous...........................................................................................88

APPENDIX .......................................................................................................272
</TABLE>


                                                      -iii-


<PAGE>   287




                                    THE TRUST

         The One Group(R) (the "Trust") is an open-end management investment
company. The Trust consists of thirty-nine series of units of beneficial
interest ("Shares") each representing interests in one of thirty-nine separate
investment portfolios ("Funds", formerly "Portfolios"), I.E., the U.S. Treasury
Securities Money Market Fund (formerly the U.S. Treasury Money Market
Portfolio), the Prime Money Market Fund, the Municipal Money Market Fund
(formerly the Tax-Free Obligations Portfolio) and the Ohio Municipal Money
Market Fund (these four Funds being collectively referred to as the "Money
Market Funds"), the Income Equity Fund, the Disciplined Value Fund, the Growth
Opportunities Fund (formerly the Small Company Growth Fund and the Growth Equity
Portfolio), the Equity Index Fund, the International Equity Index Fund, the
Large Company Value Fund (formerly, the Quantitative Equity Portfolio), the
Large Company Growth Fund, the Asset Allocation Fund (formerly, the Flexible
Balanced Portfolio), the Value Growth Fund and the Gulf South Growth Fund (these
ten Funds being collectively referred to as the "Equity Funds"), the Income Bond
Fund (formerly the Income Portfolio), the Limited Volatility Bond Fund, the
Intermediate Bond Fund, the Government Bond Fund, the Income Fund and the Ultra
Short-Term Income Fund (formerly the Government ARM Fund) (these six Funds being
collectively referred to as the "Bond Funds"), the Intermediate Tax-Free Bond
Fund, the Municipal Income Fund (formerly the Tax-Free Bond Fund), the Ohio
Municipal Bond Fund, the Texas Tax-Free Bond Fund, the West Virginia Tax-Free
Bond Fund, the Kentucky Municipal Bond Fund, the Arizona Tax-Free Bond Fund, and
the Louisiana Municipal Bond Fund (these eight Funds being collectively referred
to as the "Municipal Bond Funds"), the Treasury Money Market Fund, the Treasury
Only Money Market Fund, the Government Money Market Fund, the Tax Exempt Money
Market Fund, and the Institutional Prime Money Market Fund (these five Funds
being collectively referred to as the "Institutional Money Market Funds"), the
Investor Growth Fund, the Investor Growth & Income Fund, the Investor Aggressive
Growth Fund, the Investor Fixed Income Fund, the Investor Conservative Growth
Fund, and the Investor Balanced Fund (these six Funds being collectively
referred to as the "Funds of Funds"). The Municipal Money Market Fund, the Ohio
Municipal Money Market Fund, the Ohio Municipal Bond Fund, the Intermediate
Tax-Free Bond Fund, the Municipal Income Fund, the Texas Tax-Free Bond Fund, the
West Virginia Tax-Free Bond Fund, the Kentucky Municipal Bond Fund, the Arizona
Tax-Free Bond Fund, the Tax Exempt Money Market Fund and the Louisiana Municipal
Bond Fund are sometimes referred to herein as the "Tax-Free Funds."

         All of the Trust's Funds are diversified, as defined under the
Investment Company Act of 1940, as amended (the "1940 Act"), with the exception
of the Ohio Municipal Bond Fund, the Kentucky Municipal Bond Fund, the West
Virginia Tax-Free Bond Fund, the Texas Tax-Free Bond Fund, the Arizona Tax-Free
Bond Fund, the Ohio Municipal Money Market Fund, the Louisiana Municipal Bond
Fund, the Gulf South Growth Fund and each of the Funds of Funds, which are
non-diversified. The shares in the Funds of the Trust (other than the
Institutional Money Market Funds, the U.S. Treasury Securities Money Market Fund
and the Prime Money Market Fund) are offered in three separate classes:
Fiduciary Class Shares, Class A Shares and

                                       B-1


<PAGE>   288



Class B Shares. The U.S. Treasury Securities Money Market Fund and the Prime
Money Market Fund offer Class A Shares, Fiduciary Class Shares and Service Class
Shares. Much of the information contained herein expands upon subjects discussed
in the Prospectuses for the respective Funds. No investment in a particular
class of Shares of a Fund should be made without first reading that Fund's
Prospectus.

                       INVESTMENT OBJECTIVES AND POLICIES

         The following policies supplement each Fund's investment objective and
policies as set forth in the respective Prospectus for that Fund.

ADDITIONAL INFORMATION ON FUND INSTRUMENTS
- ------------------------------------------

         High Quality Investments With Regard to the Money Market and
         ------------------------------------------------------------
Institutional Money Market Funds
- --------------------------------

         As noted in the Prospectuses for the Money Market and Institutional
Money Market Funds, each such Fund may invest only in obligations determined by
the Fund's investment adviser ("Adviser") to present minimal credit risks under
guidelines adopted by the Trust's Board of Trustees.

         The Treasury Money Market Fund and the Treasury Only Money Market Fund
may only invest in U.S. Treasury bills, notes and other U.S. Treasury
obligations issued or guaranteed by the U.S. government. Some of the securities
held by the Treasury Money Market Fund may be subject to repurchase agreements.

         The Government Money Market Fund invests exclusively in securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, some of which may be subject to repurchase agreements.

         The Tax Exempt Money Market Fund may invest only in obligations which,
at the time of purchase, (i) possess the highest short-term ratings from a
nationally recognized statistical rating organization (an "NRSRO") in the case
of single-rated securities; or (ii) possess, in the case of multiple-rated
securities, the highest short-term ratings by at least two NRSROs; or (iii) do
not possess a rating (I.E., are unrated) but are determined by the Adviser or
the Sub-Adviser to be of comparable quality to the rated instruments eligible
for purchase by the Fund under guidelines adopted by the Board of Trustees
(collectively, "First Tier Securities"). Some of the securities of the Tax
Exempt Money Market Fund may be subject to repurchase agreements.

         With regard to the Money Market Funds and the Institutional Money
Market Funds other than the Tax Exempt Money Market Fund, investments will be
limited to those obligations which, at the time of purchase, (i) possess one of
the two highest short-term ratings from an NRSRO in the case of single-rated
securities; or (ii) possess, in the case of multiple-rated

                                       B-2


<PAGE>   289



securities, one of the two highest short-term ratings by at least two NRSROs or
(iii) do not possess a rating (I.E., are unrated) but are determined by the
Adviser or the Sub-Adviser to be of comparable quality to the rated instruments
eligible for purchase by the Trust under guidelines adopted by the Board of
Trustees (collectively, "Eligible Securities"). A security that has not received
a rating will be deemed to possess the rating assigned to an outstanding class
of the issuer's short-term debt obligations if determined by the Adviser or the
Sub-Adviser to be comparable in priority and security to the obligation selected
for purchase by the Trust.

         A security subject to a tender or demand feature will be considered an
Eligible Security only if both the demand feature and the underlying security
possess a high quality rating or, if such do not possess a rating, are
determined by the Adviser or the Sub-Adviser to be of comparable quality;
provided, however, that where the demand feature would be readily exercisable in
the event of a default in payment of principal or interest on the underlying
security, the obligation may be acquired based on the rating possessed by the
demand feature or, if the demand feature does not possess a rating, a
determination of comparable quality by the Adviser or the Sub-Adviser. A
security which at the time of issuance had a maturity exceeding 397 days but, at
the time of purchase, has a remaining maturity of 397 days or less, is not
considered an Eligible Security if it does not possess a high quality rating and
the long-term rating, if any, is not within the two highest rating categories.

         Eligible Securities include First-Tier Securities and Second-Tier
Securities. First-Tier Securities include those that possess a rating in the
highest category, in the case of a single-rated security, or at least two
ratings in the highest rating category, in the case of multiple-rated
securities, or, if the securities do not possess a rating, are determined to be
of comparable quality by the Adviser or the Sub-Adviser pursuant to the
guidelines adopted by the Board of Trustees. Second-Tier Securities are all
other Eligible Securities.

         Each Money Market and Institutional Money Market Fund other than the
Ohio Municipal Money Market, Municipal Money Market and Tax Exempt Money Market
Funds will not invest more than 5% of its total assets in the First Tier
Securities of any one issuer. In addition, each Fund other than the Municipal
Money Market Fund, the Ohio Municipal Money Market Fund, and the Tax Exempt
Money Market Fund may not invest more than 5% of its total assets in Second Tier
Securities, with investment in the Second Tier Securities of any one issuer
further limited to the greater of 1% of the Fund's total assets or $1.0 million.
If a percentage limitation is satisfied at the time of purchase, a later
increase in such percentage resulting from a change in the Fund's net asset
value or a subsequent change in a security's qualification as a First Tier or
Second Tier Security will not constitute a violation of the limitation. In
addition, there is no limit on the percentage of a Fund's assets that may be
invested in obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities and, with respect to each Money Market Fund and
each Institutional Money Market Fund other than the Treasury Only Money Market
Fund, repurchase agreements fully collateralized by such obligations.

         Under the guidelines adopted by the Trust's Board of Trustees and in
accordance with Rule 2a-7 under the 1940 Act, the Adviser may be required to
promptly dispose of an obligation

                                       B-3


<PAGE>   290



held in a Fund's portfolio in the event of certain developments that indicate a
diminishment of the instrument's credit quality, such as where an NRSRO
downgrades an obligation below the second highest rating category, or in the
event of a default relating to the financial condition of the issuer.

         The Appendix to this Statement of Additional Information identifies
each NRSRO which may be utilized by the Adviser with regard to portfolio
investments for the Funds and provides a description of relevant ratings
assigned by each such NRSRO. A rating by an NRSRO may be utilized only where the
NRSRO is neither controlling, controlled by, or under common control with the
issuer of, or any issuer, guarantor, or provider of credit support for, the
instrument.

         Bank Obligations
         ----------------

         Each Fund except the U.S. Treasury Securities Money Market Fund, the
International Equity Index Fund, the Treasury Money Market Fund, the Treasury
Only Money Market Fund, and the Government Money Market Fund may invest in bank
obligations such as bankers' acceptances, certificates of deposit, and demand
and time deposits. The International Equity Index Fund may invest in bank
obligations such as certificates of deposit and demand and time deposits.

         Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank, meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Bankers' acceptances invested in by the Funds will be those guaranteed by
domestic and foreign banks having, at the time of investment, total assets in
excess of $1 billion (as of the date of their most recently published financial
statements).

         Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return. Certificates of deposit
will be those of domestic and foreign branches of U.S. commercial banks which
are members of the Federal Reserve System or the deposits of which are insured
by the Federal Deposit Insurance Corporation and in certificates of deposit of
domestic savings and loan associations the deposits of which are insured by the
Federal Deposit Insurance Corporation if, at the time of purchase, such
institutions have total assets in excess of $1 billion (as of the date of their
most recently published financial statements). Certificates of deposit may also
include those issued by foreign banks outside the United States with total
assets at the time of purchase in excess of the equivalent of $1 billion. The
Funds may also invest in Eurodollar certificates of deposit, which are U.S.
dollar-denominated certificates of deposit issued by branches of foreign and
domestic banks located outside the United States, and Yankee certificates of
deposit, which are certificates of deposit issued by a U.S. branch of a foreign
bank denominated in U.S. dollars and held in the United States. The
International Equity Index Fund may also invest in obligations (including
banker's acceptances and certificates of deposit) denominated in foreign
currencies (see "Foreign Investments" herein).

                                       B-4


<PAGE>   291



         Time deposits are interest-bearing non-negotiable deposits at a bank or
a savings and loan association that have a specific maturity date. Demand
deposits are funds deposited in a commercial bank or a savings and loan
association which, without prior notice to the bank, may be withdrawn generally
by negotiable draft. Time and demand deposits will be maintained only at banks
or savings and loan associations from which a Fund could purchase certificates
of deposit.

         Commercial Paper
         ----------------

         Commercial paper consists of unsecured promissory notes issued by
corporations. Except as noted below with respect to variable amount master
demand notes, issues of commercial paper normally have maturities of less than
nine months and fixed rates of return.

         The Limited Volatility Bond Fund may purchase commercial paper
consisting of issues rated at the time of purchase in the highest rating
category by at least one NRSRO (such as A-1 by Standard & Poor's Corporation
("S&P"), P-1 by Moody's Investor Service, Inc. ("Moody's") or F-1 by Fitch
Investors Services ("Fitch")) or if unrated, determined by the Adviser to be of
comparable quality. The Asset Allocation Fund, the Equity Funds other than the
International Equity Index Fund, the Municipal Bond Funds, the Income Bond Fund,
the Intermediate Bond Fund, the Government Bond Fund and the Ultra Short-Term
Income Fund may purchase commercial paper consisting of issues rated at the time
of purchase in the highest or second highest rating category by at least one
NRSRO (such as A-2 or better by S&P, P-2 or better by Moody's or F-2 or better
by Fitch) or if unrated, determined by the Adviser or Investment Sub-Adviser
("Sub-Adviser") to be of comparable quality. The Income Fund may purchase
commercial paper consisting of issues rated in all rating categories by at least
one NRSRO, or, if unrated, determined by the Adviser to be of comparable
quality.

         Repurchase Agreements
         ---------------------

         Securities held by each Fund other than the Treasury Only Money Market
Fund may be subject to repurchase agreements. Under the terms of a repurchase
agreement, a Fund would acquire securities from member banks of the Federal
Deposit Insurance Corporation (or in the case of the International Equity Index
Fund, such banks or foreign banks) with total assets in excess of $1 billion (or
in the case of the International Equity Index Fund, the equivalent of $1
billion) and registered broker-dealers (or in the case of the International
Equity Index Fund, broker-dealers which may or may not be registered) which the
Fund's Adviser deems creditworthy under guidelines approved by the Board of
Trustees, subject to the seller's agreement to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price would generally equal
the price paid by the Fund plus interest negotiated on the basis of current
short-term rates, which may be more or less than the rate on the underlying
portfolio securities. The seller under a repurchase agreement will be required
to maintain the value of collateral held pursuant to the agreement at not less
than the repurchase price (including accrued interest). If the seller were to
default on its repurchase obligation or become insolvent, the Fund holding such
obligation would suffer a loss to the extent that the proceeds from a sale

                                       B-5


<PAGE>   292



of the underlying portfolio securities were less than the repurchase price under
the agreement, or to the extent that the disposition of such securities by the
Fund were delayed pending court action. Additionally, there is no controlling
legal precedent under U.S. law and there may be no controlling legal precedents
under the laws of certain foreign jurisdictions confirming that a Fund would be
entitled, as against a claim by such seller or its receiver or trustee in
bankruptcy, to retain the underlying securities, although (with respect to
repurchase agreements subject to U.S. law) the Board of Trustees of the Trust
believes that, under the regular procedures normally in effect for custody of a
Fund's securities subject to repurchase agreements and under federal laws, a
court of competent jurisdiction would rule in favor of the Trust if presented
with the question. Securities subject to repurchase agreements will be held by
the Trust's custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system. Although there is no current intention to do
so, the International Equity Index Fund reserves the right in the future to
enter into repurchase agreements. Repurchase agreements are considered by the
Securities and Exchange Commission to be loans by a Fund under the 1940 Act.

         Reverse Repurchase Agreements
         -----------------------------

         Each of the Funds other than the Treasury Only Money Market Fund, the
Ohio Municipal Money Market Fund and the Funds of Funds may borrow funds for
temporary purposes by entering into reverse repurchase agreements, although the
International Equity Index Fund has no current intention to do so. Pursuant to
such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase them at a
mutually agreed-upon date and price. A Fund would enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time a Fund entered into a reverse
repurchase agreement, it would place in a segregated custodial account assets,
such as liquid high grade debt securities consistent with the Fund's investment
restrictions and having a value equal to the repurchase price (including accrued
interest), and would subsequently monitor the account to ensure that such
equivalent value was maintained. Reverse repurchase agreements involve the risk
that the market value of the securities sold by a Fund may decline below the
price at which the Fund is obligated to repurchase the securities. Reverse
repurchase agreements are considered by the Securities and Exchange Commission
to be borrowings by a Fund under the 1940 Act.

         Government Securities
         ---------------------

         With the exception of the U.S. Treasury Securities Money Market Fund,
the Treasury Money Market Fund and the Treasury Only Money Market Fund, which
will invest only in obligations issued or guaranteed by the U.S. Treasury, each
of the Funds may invest in obligations issued or guaranteed by agencies and
instrumentalities of the U.S. government. Obligations of certain agencies and
instrumentalities of the U.S. government are supported by the full faith and
credit of the U.S. Treasury; others are supported by the right of the issuer to
borrow from the Treasury; others are supported by the discretionary authority of
the U.S. government to purchase the agency's obligations; and still others are
supported only by the credit

                                       B-6


<PAGE>   293



of the instrumentality. No assurance can be given that the U.S. government would
provide financial support to U.S. government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. A Fund will invest in
the obligations of such agencies or instrumentalities only when its Adviser or
Sub-Adviser believes that the credit risk with respect thereto is minimal. For
information on mortgage-related securities issued by certain agencies or
instrumentalities of the U.S. government, see "Investment Objectives and
Policies--Mortgage-related Securities" in this Statement of Additional
Information.

         Futures and Options Trading
         ---------------------------

FUTURES CONTRACTS. The Equity Funds and the Bond Funds may enter into futures
contracts, options, options on futures contracts and stock index futures
contracts and options thereon for the purposes of remaining fully invested and
reducing transaction costs. Futures contracts provide for the future sale by one
party and purchase by another party of a specified amount of a specific
security, class of securities, or an index at a specified future time and at a
specified price. A stock index futures contract is a bilateral agreement
pursuant to which two parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the stock
index value at the close of trading of the contracts and the price at which the
futures contract is originally struck. Futures contracts which are standardized
as to maturity date and underlying financial instrument are traded on national
futures exchanges. Futures exchanges and trading are regulated under the
Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC"), a
U.S. government agency.

         Although futures contracts by their terms call for actual delivery and
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold," or "selling" a contract previously
purchased) in an identical contract to terminate the position. A futures
contract on a securities index is an agreement obligating either party to pay,
and entitling the other party to receive, while the contract is outstanding,
cash payments based on the level of a specified securities index. The
acquisition of put and call options on futures contracts will, respectively,
give a Fund the right (but not the obligation), for a specified price, to sell
or to purchase the underlying futures contract, upon exercise of the option, at
any time during the option period. Brokerage commissions are incurred when a
futures contract is bought or sold.

         Futures traders are required to make a good faith margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be
changed. Brokers may establish deposit requirements which are higher than the
exchange minimums. Initial margin deposits on futures contracts are customarily
set at levels much lower than the prices at which the underlying securities are
purchased and sold, typically ranging upward from less than 5% of the value of
the contract being traded.

                                       B-7


<PAGE>   294



         After a futures contract position is opened, the value of the contract
is marked to market daily. If the futures contract price changes to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Funds
expect to earn interest income on their margin deposits.

         Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities. The Funds intend to enter into futures
contracts, options on futures contracts, index futures and options thereon that
are traded on an exchange regulated by the CFTC if, to the extent that such
futures and options are not for "bona fide hedging purposes" (as defined by the
CFTC), the aggregate initial margin and premiums on such positions (excluding
the amount by which options are in the money) do not exceed 5% of the Fund's
total assets at current value.


         When interest rates are expected to rise or market values of portfolio
securities are expected to fall, a Fund can seek through the sale of futures
contracts to offset a decline in the value of its portfolio securities. When
interest rates are expected to fall or market values are expected to rise, a
Fund, through the purchase of such contracts, can attempt to secure better rates
or prices for the Fund than might later be available in the market when it
effects anticipated purchases.

         The Funds will only sell futures contracts to protect securities they
own against price declines or purchase contracts to protect against an increase
in the price of securities they intend to purchase. When futures contracts or
options thereon are purchased to protect against a price increase on securities
intended to be purchased later, the Funds expect that approximately 75% of their
futures contract purchases will be "completed," that is, equivalent amounts of
related securities will have been purchased or will be purchased by the Funds
upon sale of open futures contracts.

         Although techniques other than the sale and purchase of futures
contracts could be used to control the Funds' exposure to market fluctuations,
the use of futures contracts may be a more effective means of hedging this
exposure. While the Funds will incur commission expenses in both opening and
closing out futures positions, these costs are lower than transaction costs that
would be incurred in the purchase and sale of the underlying securities.

         A Fund's ability to effectively utilize futures trading depends on
several factors. First, it is possible that there will not be a perfect price
correlation between the futures contracts and

                                       B-8


<PAGE>   295



their underlying stock index. Second, it is possible that a lack of liquidity
for futures contracts could exist in the secondary market, resulting in an
inability to close a futures position prior to its maturity date. Third, the
purchase of a futures contract involves the risk that a Fund could lose more
than the original margin deposit required to initiate a futures transaction.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS. None of the Funds will enter into
futures contract transactions for purposes other than bona fide hedging purposes
to the extent that, immediately thereafter, the sum of its initial margin
deposits and premiums on open contracts exceeds 5% of the market value of the
respective Fund's total assets. The Funds of Funds will not enter into futures
contract transactions, however, the One Group mutual funds in which they invest
may do so as described herein. In addition, none of the Equity Funds will enter
into futures contracts to the extent that the value of the futures contracts
held would exceed 25% of the respective Fund's total assets. Futures
transactions will be limited to the extent necessary to maintain each Fund's
qualification as a regulated investment company.

         The Funds have undertaken to restrict their futures contract trading as
follows: first, the Funds will not engage in transactions in futures contracts
for speculative purposes; second, the Funds will not market themselves to the
public as commodity pools or otherwise as vehicles for trading in the
commodities futures or commodity options markets; third, the Funds will disclose
to all prospective Shareholders the purpose of and limitations on their
commodity futures trading; fourth, the Funds will submit to the CFTC special
calls for information. Accordingly, registration as a commodities pool operator
with the CFTC is not required.

         In addition to the margin restrictions discussed above, transactions in
futures contracts may involve the segregation of funds pursuant to requirements
imposed by the Securities and Exchange Commission. Under those requirements,
where a Fund has a long position in a futures contract, it may be required to
establish a segregated account (not with a futures commission merchant or
broker) containing cash or certain liquid assets equal to the purchase price of
the contract (less any margin on deposit). For a short position in futures or
forward contracts held by a Fund, those requirements may mandate the
establishment of a segregated account (not with a futures commission merchant or
broker) with cash or certain liquid assets that, when added to the amounts
deposited as margin, equal the market value of the instruments underlying the
futures contracts (but are not less than the price at which the short positions
were established). However, segregation of assets is not required if a Fund
"covers" a long position. For example, instead of segregating assets, a Fund,
when holding a long position in a futures contract, could purchase a put option
on the same futures contract with a strike price as high or higher than the
price of the contract held by the Fund. In addition, where a Fund takes short
positions, or engages in sales of call options, it need not segregate assets if
it "covers" these positions. For example, where a Fund holds a short position in
a futures contract, it may cover by owning the instruments underlying the
contract. The Funds may also cover such a position by holding a call option
permitting it to purchase the same futures contract at a price no higher than
the price at which the short position was established. Where a Fund sells a call
option on a futures contract, it may cover either by entering into a long
position in the same contract at a price no higher than the strike price of the
call option or by owning the instruments underlying

                                       B-9


<PAGE>   296



the futures contract. A Fund could also cover this position by holding a
separate call option permitting it to purchase the same futures contract at a
price no higher than the strike price of the call option sold by the Fund.

         In addition, the extent to which a Fund may enter into transactions
involving futures contracts may be limited by the Internal Revenue Code's
requirements for qualification as a registered investment company and the
Trust's intention to qualify as such.

RISK FACTORS IN FUTURES TRANSACTIONS. Positions in futures contracts may be
closed out only on an exchange which provides a secondary market for such
futures. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be possible to close a futures position. In the event of adverse price
movements, a Fund would continue to be required to make daily cash payments to
maintain the required margin. In such situations, if a Fund has insufficient
cash, it may have to sell portfolio securities to meet daily margin requirements
at a time when it may be disadvantageous to do so. In addition, a Fund may be
required to make delivery of the instruments underlying futures contracts it
holds. The inability to close options and futures positions also could have an
adverse impact on the ability to effectively hedge them. The Funds will minimize
the risk that they will be unable to close out a futures contract by only
entering into futures contracts which are traded on national futures exchanges
and for which there appears to be a liquid secondary market.

         The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. Because the deposit
requirements in the futures markets are less onerous than margin requirements in
the securities market, there may be increased participation by speculators in
the futures market which may also cause temporary price distortions. A
relatively small price movement in a futures contract may result in immediate
and substantial loss (as well as gain) to the investor. For example, if at the
time of purchase, 10% of the value of the futures contract is deposited as
margin, a subsequent 10% decrease in the value of the futures contract would
result in a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15% decrease would
result in a loss equal to 150% of the original margin deposit if the contract
were closed out. Thus, a purchase or sale of a futures contract may result in
losses in excess of the amount invested in the contract. However, because the
futures strategies engaged in by the Funds are only for hedging purposes, the
respective Advisers and Sub-Advisers do not believe that the Funds are subject
to the risks of loss frequently associated with futures transactions. Each Fund
would presumably have sustained comparable losses if, instead of the futures
contract, it had invested in the underlying financial instrument and sold it
after the decline.

         Utilization of futures transactions by a Fund does involve the risk of
imperfect or no correlation where the securities underlying futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible that a Fund could both lose money on futures contracts and also
experience a decline in value of its portfolio securities. There is also

                                      B-10


<PAGE>   297



the risk of loss by a Fund of margin deposits in the event of bankruptcy of a
broker with whom the Fund has an open position in a futures contract or related
option.

         Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of future positions and subjecting some
futures traders to substantial losses.

OPTIONS CONTRACTS. The respective Adviser or Sub-Adviser of the Equity and Bond
Funds may use trading of options on securities or futures contracts as a hedging
device. An option on a futures contract gives the purchaser of the option the
right (but not the obligation) to take a position at a specified price (the
"striking," "strike" or "exercise" price) in the underlying futures contract or
security. A "call" option gives the purchaser the right to take a long position
in the underlying futures contract or security, and the purchaser of a "put"
option acquires the right to take a short position in the underlying futures
contract or security. The purchase price of an option is referred to as its
"premium." The seller (or "writer") of an option is obligated to take a futures
or securities position at a specified price if the option is exercised. In the
case of a call option, the seller must stand ready to take a short position in
the underlying futures contract or security at the strike price if the option is
exercised. A seller of a put option, on the other hand, stands ready to take a
long position in the underlying futures contract or security at the strike price
if the option is exercised. A "naked" option refers to an option written by a
party which does not possess the underlying futures contract or security. A
"covered" option refers to an option written by a party which does possess the
underlying position. The initial purchase (sale) of an option is an "opening
transaction." In order to close out an option position, the Fund may enter into
a "closing transaction," the sale (purchase) of an option contract on the same
security with the same exercise price and expiration date as the option contract
originally opened.

         A call option on a futures contract or security is said to be
"in-the-money" if the strike price is below current market levels. Similarly, a
put option on a futures contract or security is said to be "out-of-the-money" if
the strike price is below current market levels.

         Options have limited life spans, usually tied to the delivery or
settlement date of the underlying futures contract or security. Some options,
however, expire significantly in advance of such dates. An option that is
"out-of-the-money" and not offset by the time it expires becomes worthless. On
certain exchanges "in-the-money" options are automatically exercised on their
expiration date, but on others unexercised options simply become worthless after
their expiration date. Options usually trade at a premium (referred to as the
"time value" of the

                                      B-11


<PAGE>   298



option) above their intrinsic value (the difference between the market price for
the underlying futures contract or equity security and the strike price). As an
option nears its expiration date, the market value and the intrinsic value move
into parity as the time value diminishes.

         The Funds, other than the International Equity Index Fund and the Ultra
Short-Term Income Fund, will enter into such option transactions only when the
options are available on an exchange. There will be an active over-the-counter
market for such options which will establish their pricing and liquidity.
Broker/Dealers with whom the Trust will enter into such option transactions
shall have a minimum net worth of $20,000,000. Each Fund will limit the writing
of put and call options to 25% of its net assets.

         Increased market volatility generally increases the value of options by
increasing the probability of favorable market swings, putting outstanding
options "in-the-money." Although purchasing options is a limited risk trading
approach, significant losses can be incurred by doing so.

         Covered Calls
         -------------

         Each Equity Fund, Bond Fund, and the Ohio Municipal Bond Fund may write
(sell) only "covered" call options and purchase options to close out options
previously written by the Fund. In the case of each of the Funds, other than the
International Equity Index Fund and the Ultra Short-Term Income Fund, such
options must be listed on a national securities exchange. The Funds' purpose in
writing covered call options is to generate additional premium income. This
premium income will serve to enhance a Fund's total return and will reduce the
effect of any price decline of the security involved in the option. Although the
International Equity Index Fund has no current intention to write such options,
it reserves the right to do so from time to time when such activity will further
its investment objective. Covered call options will generally be written on
securities which, in the opinion of a Fund's Adviser or Sub-Adviser, are not
expected to make any major price moves in the near future but which, over the
long term, are deemed to be attractive investments for the Fund.

         A call option gives the holder (buyer) the "right to purchase" a
security at a specified price (the exercise price) at any time until a certain
date (the expiration date). So long as the obligation of the writer of a call
option continues, the writer may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring the writer to deliver
the underlying security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by repurchasing an option
identical to that previously sold. To secure the writer's obligation to deliver
the underlying security in the case of a call option, subject to the rules of
the Options Clearing Corporation, a writer is required to deposit in escrow the
underlying security or other assets in accordance with such rules. The Funds
will write only covered call options. This means that a Fund will only write a
call option on a security which a Fund already owns. (In order to comply with
the requirements of the securities laws in several states, a Fund will not write
a covered call option if, as a result, the aggregate market value of all

                                      B-12


<PAGE>   299



portfolio securities covering call options or subject to put options exceeds 25%
of the market value of the Fund's net assets.)

         Fund securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with each Fund's
investment objectives. The writing of covered call options is a conservative
investment technique believed to involve relatively little risk (in contrast to
the writing of naked or uncovered options, which a Fund will not do), but
capable of enhancing the Fund's total return. When writing a covered call
option, a Fund, in return for the premium, gives up the opportunity for profit
from a price increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security decline.
Unlike one who owns securities not subject to an option, a Fund has no control
over when it may be required to sell the underlying securities, since it may be
assigned an exercise notice at any time prior to the expiration of its
obligation as a writer. If a call option which a Fund has written expires, a
Fund will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, a Fund will realize a gain or
loss from the sale of the underlying security. The security covering the call
will be maintained in a segregated account of the Fund's custodian. The Funds do
not consider a security covered by a call to be "pledged" as that term is used
in each Fund's policy which limits the pledging or mortgaging of its assets.

         The premium received is the market value of an option. The premium each
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, and the length of the option period. Once the decision to
write a call option has been made, the Fund's Adviser or Sub-Adviser, in
determining whether a particular call option should be written on a particular
security, will consider the reasonableness of the anticipated premium and the
likelihood that a liquid secondary market will exist for those options. The
premium received by a Fund for writing covered call options will be recorded as
a liability in the Trust's statement of assets and liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per Share of the Fund
is computed (close of the New York Stock Exchange), or, in the absence of such
sale, the latest asked price. The liability will be extinguished upon expiration
of the option, the purchase of an identical option in the closing transaction,
or delivery of the underlying security upon the exercise of the option.

         Generally, a Fund, in order to avoid the exercise of an option sold by
it, will be able to cancel its obligation under the option by entering into a
closing purchase transaction, if available, unless selling (in the case of a
call option) or purchasing (in the case of a put option) the underlying
securities is determined to be in a Fund's interest. A closing purchase
transaction consists of a Fund purchasing an option having the same terms as the
option sold by a Fund, and has the effect of cancelling a Fund's position as a
seller. The premium which a Fund will pay in executing a closing purchase
transaction may be higher (or lower) than the premium received when the option
was sold, depending in large part upon the relative price of the underlying

                                      B-13


<PAGE>   300



security at the time of each transaction. To the extent options sold by a Fund
are exercised and a Fund delivers securities to the holder of a call option, a
Fund's turnover rate will increase, which would cause a Fund to incur additional
brokerage expenses.

         Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying security from being called,
or to permit the sale of the underlying security. Furthermore, effecting a
closing transaction will permit a Fund to write another call option on the
underlying security with either a different exercise price or expiration date or
both. If a Fund desires to sell a particular security from its portfolio on
which it has written a call option it will seek to effect a closing transaction
prior to, or concurrently with, the sale of the security. There is, of course,
no assurance that a Fund will be able to effect such closing transactions at a
favorable price. If a Fund cannot enter into such a transaction, it may be
required to hold a security that it might otherwise have sold, in which case it
would continue to be at market risk on the security. This could result in higher
transaction costs. A Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.

         Call options written by a Fund will normally have expiration dates of
less than nine months from the date written. The exercise price of the options
may be below, equal to, or above the current market values of the underlying
securities at the time the options are written. From time to time, a Fund may
purchase an underlying security for delivery in accordance with an exercise
notice of a call option assigned to it, rather than delivering such security
from its portfolio. In such cases, additional costs will be incurred.

         A Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market price
of a call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.

         Puts
         ----

         Each Bond and Equity Fund may purchase put options to protect its
portfolio holdings in an underlying security against a decline in market value.
Such hedge protection is provided during the life of the put option since the
Fund, as holder of the put option, is able to sell the underlying security at
the put exercise price regardless of any decline in the underlying security's
market price. For a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and transaction costs. By using put options in this manner, the Fund
will reduce any profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by transaction
cost.


                                      B-14


<PAGE>   301



         Purchasing Call Options
         -----------------------

         Each Bond and Equity Fund may purchase call options to hedge against an
increase in the price of securities that the Fund wants ultimately to buy. Such
hedge protection is provided during the life of the call option since the Fund,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs. These costs will reduce any profit the Fund might
have realized had it bought the underlying security at the time it purchased the
call option.

         Risk Factors in Options Transactions
         ------------------------------------

         The successful use of the Bond Funds and the Equity Funds' options
strategies depends on the ability of their Adviser or, where applicable,
Sub-Adviser to forecast interest rate and market movements correctly.

         When it purchases an option, a Fund runs the risk that it will lose its
entire investment in the option in a relatively short period of time, unless the
Fund exercises the option or enters into a closing sale transaction with respect
to the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, a Fund
will lose part or all of its investment in the option. This contrasts with an
investment by a Fund in the underlying securities, since the Fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.

         The effective use of options also depends on a Fund's ability to
terminate option positions at times when its Adviser or, where applicable,
Sub-Adviser deems it desirable to do so. Although a Fund will take an option
position only if its Adviser or, where applicable, Sub-Adviser believes there is
a liquid secondary market for the option, there is no assurance that a Fund will
be able to effect closing transactions at any particular time or at an
acceptable price.

         If a secondary trading market in options were to become unavailable, a
Fund could no longer engage in closing transactions. Lack of investor interest
might adversely affect the liquidity of the market for particular options or
series of options. A marketplace may discontinue trading of a particular option
or options generally. In addition, a market could become temporarily unavailable
if unusual events, such as volume in excess of trading or clearing capability,
were to interrupt normal market operations. A marketplace may at times find it
necessary to impose restrictions on particular types of options transactions,
which may limit a Fund's ability to realize its profits or limit its losses.

         Disruptions in the markets for the securities underlying options
purchased or sold by a Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, a Fund as

                                      B-15


<PAGE>   302



purchaser or writer of an option will be unable to close out its positions until
option trading resumes, and it may be faced with losses if trading in the
security reopens at a substantially different price. In addition, the Options
Clearing Corporation ("OCC") or other options markets may impose exercise
restrictions. If a prohibition on exercise is imposed at the time when trading
in the option has also been halted, a Fund as purchaser or writer of an option
will be locked into its position until one of the two restrictions has been
lifted. If a prohibition on exercise remains in effect until an option owned by
a Fund has expired, the Fund could lose the entire value of its option.

         Special risks are presented by internationally-traded options. Because
of time differences between the United States and the various foreign countries,
and because different holidays are observed in different countries, foreign
option markets may be open for trading during hours or on days when U.S. markets
are closed. As a result, option premiums may not reflect the current prices of
the underlying interest in the United States.

         Mortgage-related Securities
         ---------------------------

         Each of the Money Market Funds (other than the U.S. Treasury Securities
Money Market Fund), the Equity Funds (other than International Equity Index
Fund) the Bond Funds, the Municipal Bond Funds, the Institutional Money Market
Funds (other than the Treasury Money Market Fund and Treasury Only Money Market
Fund) and the Asset Allocation Fund may, consistent with its investment
objective and policies, invest in mortgage-related securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities. All the
aforementioned Funds will limit their investment in such securities as disclosed
in the relevant Prospectus for each Fund.

         Mortgage-related securities, for purposes of the Trust's Prospectuses
and this Statement of Additional Information, represent pools of mortgage loans
assembled for sale to investors by various governmental agencies such as the
Government National Mortgage Association and government-related organizations
such as the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, as well as by nongovernmental issuers such as commercial
banks, savings and loan institutions, mortgage bankers, and private mortgage
insurance companies. Although certain mortgage-related securities are guaranteed
by a third party or otherwise similarly secured, the market value of the
security, which may fluctuate, is not so secured. If a Fund of the Trust
purchases a mortgage-related security at a premium, that portion may be lost if
there is a decline in the market value of the security whether resulting from
changes in interest rates or prepayments in the underlying mortgage collateral.
As with other interest-bearing securities, the prices of such securities are
inversely affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true since in periods of declining interest rates the mortgages
underlying the securities are prone to prepayment. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages and, therefore, it is not possible to
predict accurately the security's return to the Trust's Funds. In addition,
regular payments received in respect of mortgage-

                                      B-16
<PAGE>   303

related securities include both interest and principal. No assurance can be
given as to the return the Funds of the Trust will receive when these amounts
are reinvested.

         The market value of the Fund's adjustable rate Mortgage-Backed
Securities may be adversely affected if interest rates increase faster than the
rates of interest payable on such securities or by the adjustable rate mortgage
loans underlying such securities. Furthermore, adjustable rate Mortgage-Backed
Securities or the mortgage loans underlying such securities may contain
provisions limiting the amount by which rates may be adjusted upward and
downward and may limit the amount by which monthly payments may be increased or
decreased to accommodate upward and downward adjustments in interest rates.

         Certain adjustable rate mortgage loans may provide for periodic
adjustments of scheduled payments in order to amortize fully the mortgage loan
by its stated maturity. Other adjustable rate mortgage loans may permit their
stated maturity to be extended or shortened in accordance with the portion of
each payment that is applied to interest as affected by the periodic interest
rate adjustments.

         Although having less risk of decline during periods of rising interest
rates, adjustable rate Mortgage-Backed Securities have less potential for
capital appreciation than fixed rate Mortgage-Backed Securities because their
coupon rates will decline in response to market interest rate declines. The
market value of fixed rate Mortgage-Backed Securities may be adversely affected
as a result of increases in interest rates and, because of the risk of
unscheduled principal prepayments, may benefit less than other fixed rate
securities of similar maturity from declining interest rates. Finally, to the
extent Mortgage-Backed Securities are purchased at a premium, mortgage
foreclosures and unscheduled principal prepayments may result in some loss of
the Fund's principal investment to the extent of the premium paid. On the other
hand, if such securities are purchased at a discount, both a scheduled payment
of principal and an unscheduled prepayment of principal will increase current
and total returns and will accelerate the recognition of income.

         The Bond and Asset Allocation Funds may invest in mortgage-related
securities which are collateralized mortgage obligations structured on pools of
mortgage pass-through certificates or mortgage loans. Collateralized mortgage
obligations will be purchased only if rated in the three highest rating
categories by a nationally recognized rating organization such as Moody's or
S&P.

         There are a number of important differences among the agencies and
instrumentalities of the U.S. government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
the Government National Mortgage Association ("Ginnie Mae") include Ginnie Mae
Mortgage Pass-Through Certificates which are guaranteed as to the timely payment
of principal and interest by Ginnie Mae and such guarantee is backed by the full
faith and credit of the United States. Ginnie Mae is a wholly-owned U.S.
government corporation within the Department of Housing and Urban Development.
Ginnie Mae certificates also are supported by the authority of Ginnie Mae to
borrow funds from the


                                      B-17
<PAGE>   304


U.S. Treasury to make payments under its guarantee. Mortgage-related securities
issued by the Federal National Mortgage Association ("Fannie Mae") include
Fannie Mae Guaranteed Mortgage Pass-Through Certificates which are solely the
obligations of Fannie Mae and are not backed by or entitled to the full faith
and credit of the United States. Fannie Mae is a government-sponsored
organization owned entirely by private stock-holders. Fannie Mae Certificates
are guaranteed as to timely payment of the principal and interest by Fannie Mae.
Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation
("Freddie Mac") include Freddie Mac Mortgage Participation Certificates. Freddie
Mac is a corporate instrumentality of the United States, created pursuant to an
Act of Congress, which is owned entirely by Federal Home Loan Banks. Freddie Mac
Certificates are not guaranteed by the United States or by any Federal Home Loan
Banks and do not constitute a debt or obligation of the United States or of any
Federal Home Loan Bank. Freddie Mac Certificates entitle the holder to timely
payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees
either ultimate collection or timely payment of all principal payments on the
underlying mortgage loans. When Freddie Mac does not guarantee timely payment of
principal, Freddie Mac may remit the amount due on account of its guarantee of
ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.

         Yield, Market Value and Risk Considerations of Mortgage-Backed
         --------------------------------------------------------------
         Securities
         ----------

         The Bond Funds and the Asset Allocation Fund may invest in certain
Mortgage-Backed Securities, such as Interest Only Stripped Mortgage-Backed
Securities, that are extremely sensitive to changes in prepayments and interest
rates. Even though such securities have been guaranteed by an agency or
instrumentality of the U.S. government, under certain interest rate or
prepayment rate scenarios, the Funds may fail to fully recover their investment
in such securities.

         The yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments, usually monthly, and the
possibility that prepayments of principal may be made at any time. Prepayment
rates are influenced by changes in current interest rates and a variety of
economic, geographic, social and other factors and cannot be predicted with
certainty. As with fixed rate mortgage loans, adjustable rate mortgage loans may
be subject to a greater prepayment rate in a declining interest rate
environment. The yields to maturity of the Mortgage-Backed Securities in which
the Trust invests will be affected by the actual rate of payment (including
prepayments) of principal of the underlying mortgage loans. The mortgage loans
underlying such securities generally may be prepaid at any time without penalty.
In a fluctuating interest rate environment, a predominant factor affecting the
prepayment rate on a pool of mortgage loans is the difference between the
interest rates on the mortgage loans and prevailing mortgage loan interest rates
(giving consideration to the cost of any refinancing). In general, if mortgage
loan interest rates fall sufficiently below the interest rates on fixed rate
mortgage loans underlying mortgage pass-through securities, the rate of
prepayment would be expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates


                                      B-18
<PAGE>   305


on the fixed rate mortgage loans underlying the mortgage pass-through
securities, the rate of prepayment may be expected to decrease.

         In general, changes in both prepayment rates and interest rates will
change the yield on Mortgage-Backed Securities. The rate of principal
prepayments with respect to adjustable rate mortgage loans ("ARMs") has
fluctuated in recent years. As is the case with fixed mortgage loans, ARMs may
be subject to a greater rate of principal prepayments in a declining interest
rate environment. For example, if prevailing interest rates fall significantly,
ARMs could be subject to higher prepayment rates than if prevailing interest
rates remain constant because the availability of fixed rate mortgage loans at
competitive interest rates may encourage mortgagors to refinance their ARMs to
"lock-in" a lower fixed interest rate. Conversely, if prevailing interest rates
rise significantly, ARMs may prepay at lower rates than if prevailing rates
remain at or below those in effect at the time such ARMs were originated. As
with fixed rate mortgages, there can be no certainty as to the rate of
prepayments on the ARMs in either stable or changing interest rate environments.
In addition, there can be no certainty as to whether increases in the principal
balances of the ARMs due to the addition of deferred interest may result in a
default rate higher than that on ARMs that do not provide for negative
amortization. Other factors affecting prepayment of ARMs include changes in
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity
in the mortgage properties and servicing decisions.

         Foreign Investments
         -------------------

         The International Equity Index Fund will invest primarily in, and the
Prime Money Market Fund, the Institutional Prime Money Market Fund, the Asset
Allocation Fund, the remaining Equity Funds (other than the Equity Index Fund),
the Income Bond Fund, the Limited Volatility Bond Fund, the Intermediate Bond
Fund, the Income Fund and the Ultra Short-Term Income Fund, subject to their
respective investment objectives and policies, may also invest in certain
obligations or securities of foreign issuers. Possible investments include
equity securities of foreign entities, obligations of foreign branches of U.S.
banks and of foreign banks, including, without limitation, European Certificates
of Deposit, European Time Deposits, European Banker's Acceptances, Canadian Time
Deposits and Yankee Certificates of Deposits, and investments in Canadian
Commercial Paper, foreign securities and Europaper (as those terms are defined
in the relevant Prospectuses of the Trust). Securities of foreign issuers may
include sponsored and unsponsored American Depository Receipts ("ADRs").
Sponsored ADRs are listed on the New York Stock Exchange; unsponsored ADRs are
not. Therefore, there may be less information available about the issuers of
unsponsored ADRs than the issuers of sponsored ADRs. Unsponsored ADRs are
restricted securities. These instruments may subject a Fund to investment risks
that differ in some respects from those related to investments in obligations of
U.S. domestic issuers. Such risks include future adverse political and economic
developments, the possible imposition of withholding taxes on interest or other
income, possible seizure, nationalization or expropriation of foreign deposits,
the possible establishment of exchange controls or taxation at the source,
greater fluctuations in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions which might adversely


                                      B-19
<PAGE>   306


affect the payment of principal and interest on such obligations. Such
investments may also entail higher custodial fees and sales commissions than
domestic investments. Foreign issuers of securities or obligations are often
subject to accounting treatment and engage in business practices different from
those respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.
Investments in all types of foreign obligations or securities will not exceed
25% of the net assets of the Asset Allocation Fund, the Equity Funds (with the
exception of the International Equity Index Fund) and the Income Bond and
Limited Volatility Bond Funds.

         By investing in foreign securities, the International Equity Index Fund
attempts to take advantage of differences between both economic trends and the
performance of securities markets in the various countries, regions and
geographic areas as prescribed by the Fund's investment objective and policies.
During certain periods the investment return on securities in some or all
countries may exceed the return on similar investments in the United States,
while at other times the investment return may be less than that on similar U.S.
securities. Shares of the International Equity Index Fund, when included in
appropriate amounts in a portfolio otherwise consisting of domestic securities,
will provide a source of increased diversification. The International Equity
Index Fund itself seeks increased diversification by combining securities from
various countries and geographic areas that offer different investment
opportunities and are affected by different economic trends. The international
investments of the International Equity Index Fund may reduce the effect that
events in any one country or geographic area will have on its investment
holdings. Of course, negative movement by one of a Fund's investments in one
foreign market represented in its portfolio may offset potential gains from the
Fund's investments in another country's markets.

         PERCS* 
         ------

         The Equity Funds may invest in Preferred Equity Redemption Cumulative
Stock ("PERCS") which is a form of convertible preferred stock that actually has
more of an equity component than it does fixed income characteristics. These
instruments permit companies to raise capital via a surrogate for common equity.
PERCS are preferred stock which convert to common stock after a specified period
of time, usually three years, and are considered the equivalent of equity by the
ratings agencies. Issuers pay holders a substantially higher dividend yield than
that on the underlying common, and in exchange, the holder's appreciation is
capped, usually at about 30 percent. PERCS are callable at any time. The PERC is
mandatorily convertible into common stock, but is callable at any time at an
initial call price that reflects a substantial premium to the stock's issue
price. PERCS offer a higher dividend than that available on the common stock,
but in exchange the investors agree to the company placing a cap on the
potential price appreciation. The call price declines daily in an amount that
reflects

- --------
*PERCS are a registered trademark of Morgan Stanley, which does not sponsor and
 is in no way affiliated with The One Group(R).


                                      B-20
<PAGE>   307


the incremental dividend that holders enjoy. PERCS are listed on an exchange
where the common stock is listed.

         When-Issued Securities
         ----------------------

         As discussed in the Prospectuses, each Fund, except the Treasury Money
Market Fund and the Funds of Funds, may purchase securities on a "when-issued"
basis. When a Fund agrees to purchase securities, the Fund's custodian will set
aside cash or liquid portfolio securities equal to the amount of the commitment
in a separate account. Normally, the custodian will set aside portfolio
securities to satisfy a purchase commitment. In such a case, a Fund may be
required subsequently to place additional assets in the separate account in
order to assure that the value of the account remains equal to the amount of the
Fund's commitment. It may be expected that a Fund's net assets will fluctuate to
a greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. No Fund intends to purchase
"when-issued" securities for speculative purposes but only in furtherance of its
investment objective. Because a Fund will set aside cash or liquid portfolio
securities to satisfy its purchase commitments in the manner described, the
Fund's liquidity and the ability of the Adviser and Sub-Adviser to manage the
Fund might, as described in the Prospectuses, be affected in the event its
commitments to purchase when-issued securities ever exceeded 40% of the value of
its assets.

         When a Fund engages in "when-issued" transactions, it relies on the
seller to consummate the trade. Failure of the seller to do so may result in the
Fund's incurring a loss or missing the opportunity to obtain a price considered
to be advantageous.

         Securities Lending
         ------------------

         Each of the Funds, except the Funds of Funds, may lend up to 33% of its
portfolio securities to broker-dealers, banks or institutional borrowers of
securities. A Fund must receive a minimum of 100% collateral in the form of
cash, U.S. government securities, Shares of an investment trust or Shares of an
investment company or any combination of such cash and securities. This
collateral must be valued daily and should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the
Fund. During the time portfolio securities are on loan, the borrower will pay
the Fund any dividends or interest paid on such securities. Loans will be
subject to termination by a Fund or the borrower at any time and are therefore
not considered to be illiquid investments. While a Fund will not have the right
to vote securities on loan, it intends to terminate the loan and regain the
right to vote if that is considered important with respect to the investment. A
Fund will only enter into loan arrangements with broker-dealers, banks or other
institutions which the Fund's Adviser has determined are creditworthy under
guidelines established by the Trust's Board of Trustees and when, in the
judgement of the Adviser, the consideration that can be earned currently from
such securities loans justifies the attendant risk.



                                      B-21
<PAGE>   308


         Index Investing by the Equity Index and International Equity Index
         ------------------------------------------------------------------
         Funds
         -----

         It is anticipated that the indexing approach that will be employed by
the Equity Index Fund will be an effective method of substantially duplicating
percentage changes in the S&P 500 Index (the "Index"). It is a reasonable
expectation that there will be a close correlation between the Fund's
performance and that of the Index in both rising and falling markets. The Fund
will attempt to achieve a correlation between the performance of its portfolio
and that of the Index of at least 0.95, without taking into account expenses. A
correlation of 1.00 would indicate perfect correlation, which would be achieved
when the Fund's net asset value, including the value of its dividend and capital
gains distributions, increases or decreases in exact proportion to changes in
the Index. The Fund's ability to correlate its performance with the Index,
however, may be affected by, among other things, changes in securities markets,
the manner in which the Index is calculated by Standard & Poor's Corporation
("S&P") and the timing of purchases and redemptions. In the future, the Trustees
of the Trust, subject to the approval of Shareholders, may select another index
if such a standard of comparison is deemed to be more representative of the
performance of common stocks.

         S&P chooses the stocks to be included in the Index largely on a
statistical basis. Inclusion of a stock in the Index in no way implies an
opinion by S&P as to its attractiveness as an investment. The Index is
determined, composed and calculated by S&P without regard to the Equity Index
Fund. S&P is neither a sponsor of, nor in any way affiliated with the Equity
Index Fund, and S&P makes no representation or warranty, expressed or implied on
the advisability of investing in the Equity Index Fund or as to the ability of
the Index to track general stock market performance, and S&P disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the Index or any data included therein. "Standard and Poor's 500" is
a service mark of S&P.

         The weightings of stocks in the Index are based on each stock's
relative total market value, i.e., market price per share times the number of
Shares outstanding. Because of this weighting, approximately 50% of the Index is
currently composed of the 50 largest companies in the Index, and the Index
currently represents over 65% of the market value of all U.S. common stocks
listed on the New York Stock Exchange. Typically, companies included in the
Index are the largest and most dominant firms in their respective industries.

         The Adviser generally selects stocks for the Equity Index Fund in the
order of their weightings in the Index beginning with the heaviest weighted
stocks. The percentage of the Equity Index Fund's assets to be invested in each
stock is approximately the same as the percentage it represents in the Index. No
attempt is made to manage the Equity Index Fund in the traditional sense using
economic, financial and market analysis. The Equity Index Fund is managed using
a computer program to determine which stocks are to be purchased and sold to
replicate the Index to the extent feasible. From time to time, administrative
adjustments may be made in the Fund because of changes in the composition of the
Index, but such changes should be infrequent.



                                      B-22
<PAGE>   309


         It is anticipated that the indexing approach that will be employed by
the International Equity Index Fund will be an effective method of substantially
duplicating percentage changes in the GDP weighted MSCI EAFE Index (the
"International Index"). The Fund will attempt to achieve a correlation between
the performance of its portfolio and that of the International Index of at least
0.95, without taking into account expenses. It is a reasonable expectation that
there will be a close correlation between the Fund's performance and that of the
International Index in both rising and falling markets. A correlation of 1.00
would indicate perfect correlation, which would be achieved when the Fund's net
asset value, including the value of its dividend and capital gains
distributions, increases or decreases in exact proportion to changes in the
International Index. The Fund's ability to correlate its performance with the
International Index, however, may be affected by, among other things, changes in
securities markets, the manner in which the International Index is calculated by
Morgan Stanley International ("MSCI") and the timing of purchases and
redemptions. In the future, the Trustees of the Trust, subject to the approval
of Shareholders, may select another index if such a standard of comparison is
deemed to be more representative of the performance of common stocks.

         MSCI computes and publishes the International Index. MSCI also computes
the country weights which are established based on annual GDP data. Gross
Domestic Product is defined as a country's Gross National Product, or total
output of goods and services, adjusted by the following two factors: net labor
income (labor income of domestic residents working abroad less labor income of
foreigners working domestically) plus net interest income (interest income
earned from foreign investments less interest income earned from domestic
investments by foreigners). Country weights are thus established in proportion
to the size of their economies as measured by Gross Domestic Product, which
results in a more uniform distribution of capital across the EAFE markets than
if capitalization weights were used as the basis. The country weights within the
International Index are systematically rebalanced annually to the most recent
GDP weights.

         MSCI chooses the stocks to be included in the International Index
largely on a statistical basis. Inclusion of a stock in the International Index
in no way implies an opinion by MSCI as to its attractiveness as an investment.
The International Index is determined, composed and calculated by MSCI without
regard to the International Equity Index Fund. MSCI is neither a sponsor of, nor
in any way affiliated with the International Equity Index Fund, and MSCI makes
no representation or warranty, expressed or implied on the advisability of
investing in the International Equity Index Fund or as to the ability of the
International Index to track general stock market performance, and MSCI
disclaims all warranties of merchantability or fitness for a particular purpose
or use with respect to the International Index or any data included therein.
"MSCI EAFE Index" is a service mark of MSCI.

         Foreign Currency Transactions
         -----------------------------

         The Adviser or Sub-Adviser of the International Equity Index Fund may,
if it so chooses, engage in Foreign Currency Transactions, as discussed below.



                                      B-23
<PAGE>   310


TRANSACTION HEDGING. When a Fund engages in transaction hedging, it enters into
foreign currency transactions with respect to specific receivables or payables
of the Fund generally arising in connection with the purchase or sale of its
portfolio securities. The International Equity Index Fund will engage in
transaction hedging when it desires to "lock in" the U.S. dollar price of a
security it has agreed to purchase or sell, or the U.S. dollar equivalent of a
dividend or interest payment in a foreign currency. By transaction hedging, the
International Equity Index Fund will attempt to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received.

         The International Equity Index Fund may purchase or sell a foreign
currency on a spot (or cash) basis at the prevailing spot rate in connection
with the settlement of transactions in portfolio securities denominated in that
foreign currency. The Fund may also enter into contracts to purchase or sell
foreign currencies at a future date ("forward contracts"). Although there is no
current intention to do so, the International Equity Index Fund reserves the
right to purchase and sell foreign currency futures contracts traded in the
United States and subject to regulation by the CFTC.

         For transaction hedging purposes the International Equity Index Fund
may also purchase U.S. exchange-listed call and put options on foreign currency
futures contracts and on foreign currencies. A put option on a futures contract
gives the Fund the right to assume a short position in the futures contract
until expiration of the option. A put option on currency gives the Fund the
right to sell a currency at an exercise price until the expiration of the
option. A call option on a futures contract gives the Fund the right to assume a
long position in the futures contract until the expiration of the option. A call
option on currency gives the Fund the right to purchase a currency at the
exercise price until the expiration of the option.

POSITION HEDGING. When it engages in position hedging, the International Equity
Index Fund enters into foreign currency exchange transactions to protect against
a decline in the values of the foreign currencies in which its portfolios
securities are denominated (or an increase in the value of currency for
securities which the Adviser or Sub-Adviser expects to purchase, when the Fund
holds cash or short-term investments). In connection with the position hedging,
the Fund may purchase or sell foreign currency forward contracts or foreign
currency on a spot basis. The International Equity Index Fund may purchase U.S.
exchange-listed put or call options on foreign currency and foreign currency
futures contracts and buy or sell foreign currency futures contracts traded in
the United States and subject to regulation by the CFTC, although the
International Equity Index Fund has no current intention to do so.

         The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.


                                      B-24
<PAGE>   311


         It is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward contract or
futures contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security or securities being hedged is less
than the amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security or securities and make delivery of the
foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security or
securities if the market value of such security or securities exceeds the amount
of foreign currency the Fund is obligated to deliver.


         Although the Fund has no current intention to do so, the International
Equity Index Fund may write covered call options on up to 100% of the currencies
in its portfolio to offset some of the costs of hedging against fluctuations in
currency exchange rates.

         Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the International Equity Index Fund
owns or expects to purchase or sell. They simply establish a rate of exchange
which one can achieve at some future point in time. Additionally, although these
techniques tend to minimize the risk of loss due to a decline in the value of
the hedged currency, they tend to limit any potential gain which might result
from the increase in the value of such currency.

CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
as agreed by the parties, at a price set at the time of the contract. In the
case of a cancellable forward contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. The contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the CFTC, such as the New York Mercantile Exchange. The
International Equity Index Fund would enter into foreign currency futures
contracts solely for bona fide hedging or other appropriate risk management
purposes as defined in CFTC regulations.

         Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the maturity date
of a forward contract may be any fixed number of days from the date of the
contract agreed upon by the parties, rather than a predetermined date in a given
month. Forward contracts may be in any amounts agreed upon by the parties rather
than predetermined amounts. Also, forward foreign exchange contracts are entered
into directly between currency traders so that no intermediary is required. A
forward contract generally requires no margin or other deposit.


                                      B-25
<PAGE>   312


         At the maturity of a forward or futures contract, the Fund may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

         Positions in the foreign currency futures contracts may be closed out
only on an exchange or board of trade which provides a secondary market in such
contracts. Although the International Equity Index Fund intends to purchase or
sell foreign currency futures contracts only on exchanges or boards of trade
where there appears to be an active secondary market, there is no assurance that
a secondary market on an exchange or board of trade will exist for any
particular contract or at any particular time. In such event, it may not be
possible to close a futures position and, in the event of adverse price
movements, the Fund would continue to be required to make daily cash payments of
variation margin.

         General Characteristics of Currency Futures Contracts
         -----------------------------------------------------

         When a Fund purchases or sells a futures contract, it is required to
deposit with its custodian an amount of cash or U.S. Treasury bills known as
"initial margin." The nature of initial margin is different from that of margin
in security transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good
faith deposit that is returned to the Fund upon termination of the contract,
assuming the Fund satisfies its contractual obligation.

         Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when a Fund sells a futures contract and the price of the
underlying currency rises above the delivery price, the Fund's position declines
in value. The Fund then pays a broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the market
price of the currency underlying the futures contract. Conversely, if the price
of the underlying currency falls below the delivery price of the contract, the
Fund's futures position increases in value. The broker then must make a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the currency underlying the futures
contract.

         When a Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or gain. Such closing transactions involve 
additional commission costs.

         In addition to the margin requirements discussed above, transactions in
currency futures contracts may involve the segregation of funds pursuant to
requirements imposed by the Securities and Exchange Commission. Under those
requirements, where a Fund has a long


                                      B-26
<PAGE>   313


position in a futures or forward contract, it may be required to establish a
segregated account (not with a futures commission merchant or broker) containing
cash or certain liquid assets equal to the purchase price of the contract (less
any margin on deposit). For a short position in futures or forward contracts
held by a Fund, those requirements may mandate the establishment of a segregated
account (not with a futures commission merchant or broker) with cash or certain
liquid assets that, when added to the amounts deposited as margin, equal the
market value of the instruments or currency underlying the futures or forward
contracts (but are not less than the price at which the short positions were
established). However, segregation of assets is not required if the Fund
"covers" a long position. For example, instead of segregating assets, a Fund,
when holding a long position in a futures or forward contract, could purchase a
put option on the same futures or forward contract with a strike price as high
or higher than the price of the contract held by the Fund. In addition, where a
Fund takes short positions, or engages in sales of call options, it need not
segregate assets if it "covers" these positions. For example, where a Fund holds
a short position in a futures or forward contract, it may cover by owning the
instruments or currency underlying the contract. A Fund may also cover such a
position by holding a call option permitting it to purchase the same futures or
forward contract at a price no higher than the price at which the short position
was established. Where a Fund sells a call option on a futures or forward
contract, it may cover either by entering into a long position in the same
contract at a price no higher than the strike price of the call option or by
owning the instruments or currency underlying the futures or forward contract.
The Fund could also cover this position by holding a separate call option
permitting it to purchase the same futures or forward contract at a price no
higher than the strike price of the call option sold by the Fund.

         FOREIGN CURRENCY OPTIONS. The International Equity Index Fund may
purchase U.S. exchange-listed call and put options on foreign currencies. Such
options on foreign currencies operate similarly to options on securities.
Options on foreign currencies are affected by all of those factors which
influence foreign exchange rates and investments generally.

         The value of a foreign currency option is dependent upon the value of
the foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

         There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealer or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price


                                      B-27
<PAGE>   314


and rate movements may take place in the underlying markets that cannot be
reflected in the options market.

         FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to a
Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

         Variable and Floating Rate Notes
         --------------------------------

         Variable amount master demand notes, in which the Prime Money Market
Fund, the Tax Exempt Money Market Fund, the Institutional Prime Money Market
Fund, the Bond Funds, and the Equity Funds may invest, are unsecured demand
notes that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate according to the terms of the instrument.
Because master demand notes are direct lending arrangements between a Fund and
the issuer, they are not normally traded. Although there is no secondary market
in the notes, a Fund may demand payment of principal and accrued interest at any
time. While the notes are not typically rated by credit rating agencies, issuers
of variable amount master demand notes (which are normally manufacturing,
retail, financial, and other business concerns) must satisfy the same criteria
as set forth above for commercial paper. Each Fund's Adviser or Sub-Adviser will
consider the earning power, cash flow, and other liquidity ratios of the issuers
of such notes and will continuously monitor their financial status and ability
to meet payment on demand. In determining average weighted portfolio maturity, a
variable amount master demand note will be deemed to have a maturity equal to
the period of time remaining until the principal amount can be recovered from
the issuer through demand.

         As described in the Prospectuses of the Bond Funds, the Equity Funds,
the Tax-Free Funds, the Ohio Municipal Money Market, the Municipal Money Market,
the Institutional Prime Money Market and the Government Money Market Funds,
subject to their investment objective policies and restrictions, each such Fund
(other than the Equity Index Fund) may acquire variable and floating rate notes.
A variable rate note is one whose terms provide for the adjustment of its
interest rate on set dates and which, upon such adjustment, can reasonably be
expected to have a market value that approximates its par value. A floating rate
note is one whose terms provide for the adjustment of its interest rate whenever
a specified interest rate changes and which, at any time, can reasonably be
expected to have a market value that approximates its par value. Such notes are
frequently not rated by credit rating agencies; however, unrated variable and
floating rate notes purchased by a Fund will be determined by the Fund's Adviser
under guidelines established by the Trust's Board of Trustees to be of
comparable quality at the time of purchase to rated instruments eligible for
purchase under the Fund's investment policies. In making such determinations,
the Adviser will consider the earning power, cash flow and other liquidity
ratios of the issuers of such notes (such issuers include financial,
merchandising, bank holding and other companies) and will continuously monitor
their financial condition. Although there may be no active secondary market with


                                      B-28
<PAGE>   315


respect to a particular variable or floating rate note purchased by a Fund, the
Fund may re-sell the note at any time to a third party. The absence of such an
active secondary market, however, could make it difficult for the Fund to
dispose of the variable or floating rate note involved in the event the issuer
of the note defaulted on its payment obligations, and the Fund could, for this
or other reasons, suffer a loss to the extent of the default. Variable or
floating rate notes may be secured by bank letters of credit.

         Variable or floating rate notes with stated maturities of more than 397
days may, under the Securities and Exchange Commission's amortized cost rule,
Rule 2a-7 under the 1940 Act, be deemed to have shorter maturities as follows:

         (1) A note that is issued or guaranteed by the United States government
or any agency thereof which has a variable rate of interest readjusted no less
frequently than 397 days will be deemed by a Fund to have a maturity equal to
the period remaining until the next readjustment of the interest rate.

         (2) A variable rate note, the principal amount of which is scheduled on
the face of the instrument to be paid in one year or less, will be deemed by a
Fund to have a maturity equal to the period remaining until the next
readjustment of the interest rate.

         (3) A variable rate note that is subject to a demand feature will be
deemed by a Fund to have a maturity equal to the longer of the period remaining
until the next readjustment of the interest rate or the period remaining until
the principal amount can be recovered through demand.

         (4) A floating rate note that is subject to a demand feature will be
deemed by a Fund to have a maturity equal to the period remaining until the
principal amount can be recovered through demand.

         As used above, a note is "subject to a demand feature" where the Fund
is entitled to receive the principal amount of the note either at any time on no
more than thirty days' notice or at specified intervals not exceeding one year
and upon no more than 30 days notice.

         Variable and floating rate notes for which no readily available market
exists will be purchased in an amount which, together with securities with legal
or contractual restrictions on resale or for which no readily available market
exists (including repurchase agreements providing for settlement more than seven
days after notice), exceeds 10% (with respect to the Money Market and
Institutional Money Market Funds) or 15% (with respect to all Funds other than
the Money Market and Institutional Money Market Funds) of the Fund's net assets
only if such notes are subject to a demand feature that will permit the Fund to
demand payment of the principal within seven days after demand by the Fund. If
not rated, such instruments must be found by the Fund's Adviser, under
guidelines established by the Trust's Board of Trustees, to be of comparable
quality to instruments that are rated high quality. A rating may be relied upon
only if it is provided by a nationally recognized statistical rating
organization that is not affiliated with


                                      B-29
<PAGE>   316


the issuer or guarantor of the instruments. For a description of the rating
symbols of S&P, Moody's, and Fitch used in this paragraph, see the Appendix. The
above Funds may also invest in Canadian Commercial Paper which is commercial
paper issued by a Canadian corporation or a Canadian counterpart of a U.S.
corporation and in Europaper which is U.S. dollar denominated commercial paper
of a foreign issuer.

         Municipal Securities
         --------------------

         As a matter of fundamental policy, under normal market conditions, at
least 80% of the total assets of each of the Municipal Money Market Fund, the
Ohio Municipal Money Market Fund, the Municipal Income Fund, the Intermediate
Tax-Free Bond Fund, the Ohio Municipal Bond Fund, the Texas Tax-Free Bond Fund,
the Kentucky Municipal Bond Fund, the Louisiana Municipal Bond Fund, the West
Virginia Tax-Free Bond Fund, the Arizona Tax-Free Bond Fund, and the Tax Exempt
Money Market Fund will be invested in Municipal Securities. Each of the Prime
Money Market, Asset Allocation, Income Bond, Limited Volatility Bond,
Intermediate Bond, Ultra Short-Term Income, Income and Government Bond Funds may
also invest in Municipal Securities if the Adviser determines that such
Municipal Securities offer attractive yields. Municipal Securities are issued to
obtain funds for various public purposes, including the construction of a wide
range of public facilities such as bridges, highways, roads, schools, water and
sewer works, and other utilities. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to lend to other public
institutions and facilities. In addition, certain debt obligations known as
"private activity bonds" may be issued by or on behalf of municipalities and
public authorities to obtain funds to provide certain water, sewage and solid
waste facilities, qualified residential rental projects, certain local electric,
gas and other heating or cooling facilities, qualified hazardous waste
facilities, high-speed intercity rail facilities, governmentally-owned airports,
docks and wharves and mass commuting facilities, certain qualified mortgages,
student loan and redevelopment bonds and bonds used for certain organizations
exempt from federal income taxation. Certain debt obligations known as
"industrial development bonds" under prior federal tax law may have been issued
by or on behalf of public authorities to obtain funds to provide certain
privately operated housing facilities, sports facilities, industrial parks,
convention or trade show facilities, airport, mass transit, port or parking
facilities, air or water pollution control facilities, sewage or solid waste
disposal facilities, and certain facilities for water supply. Other private
activity bonds and industrial development bonds issued to fund the construction,
improvement, equipment or repair of privately-operated industrial, distribution,
research, or commercial facilities may also be Municipal Securities, but the
size of such issues is limited under current and prior federal tax law. The
aggregate amount of most private activity bonds and industrial development bonds
is limited (except in the case of certain types of facilities) under federal tax
law by an annual "volume cap." The volume cap limits the annual aggregate
principal amount of such obligations issued by or on behalf of all governmental
instrumentalities in the state. The Tax-Free Funds may not be a desirable
investment for "substantial users" of facilities financed by private activity
bonds or industrial development bonds or for "related persons" of substantial
users.



                                      B-30
<PAGE>   317


         Private activity bonds that are issued by or on behalf of public
authorities to finance various privately-operated facilities are included within
the term "Municipal Securities" as used in the Prospectuses of the Tax-Free
Funds (other than the Ohio Municipal Money Market, Ohio Municipal Bond and
Municipal Money Market Funds) and in this Statement of Additional Information
with respect to such Funds only if the interest paid thereon is both exempt from
federal income tax and not treated as a preference item for individuals for
purposes of the federal alternative minimum tax. Private activity bonds that are
subject to federal income tax and are treated as a preference item for
individuals for purposes of the federal alternative minimum tax are included
within the term Taxable Obligations as used in the Prospectuses of the Tax-Free
Funds (other than the Ohio Municipal Money Market Fund, the Ohio Municipal Bond
Fund and Municipal Money Market Fund). As used in the Prospectuses of the Ohio
Municipal Money Market Fund, the Ohio Municipal Bond Fund and the Municipal
Money Market Fund and in this Statement of Additional Information with respect
to such Funds, the term Municipal Securities includes private activity bonds
that are issued by or on behalf of public authorities to finance privately
operated facilities only if the interest paid thereon is exempt from federal
income tax. Private activity bonds that are subject to federal income tax are
included within the term Taxable Obligations as used in the Prospectuses of the
Ohio Municipal Money Market Fund, the Ohio Municipal Bond Fund, and the
Municipal Money Market Fund.

         The two principal classifications of Municipal Securities consist of
"general obligation" and "limited" (or revenue) issues. General obligation bonds
are obligations involving the credit of an issuer possessing taxing power and
are payable from the issuer's general unrestricted revenues and not from any
particular fund or source. The characteristics and method of enforcement of
general obligation bonds vary according to the law applicable to the particular
issuer, and payment may be dependent upon appropriation by the issuer's
legislative body. Limited obligation bonds are payable only from the revenues
derived from a particular facility or class of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Private
activity bonds and industrial development bonds generally are revenue bonds and
thus not payable from the unrestricted revenues of the issuer. The credit and
quality of such bonds is generally related to the credit of the bank selected to
provide the letter of credit underlying the bond. Payment of principal of and
interest on industrial development revenue bonds is the responsibility of the
corporate user (and any guarantor).

         The Funds may also acquire "moral obligation" issues, which are
normally issued by special purpose authorities, and in other tax-exempt
investments including pollution control bonds and tax-exempt commercial paper.
Each Fund may purchase short-term tax-exempt General Obligations Notes, Tax
Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, Project
Notes, and other forms of short-term tax-exempt loans. Such notes are issued
with a short-term maturity in anticipation of the receipt of tax funds, the
proceeds of bond placements, or other revenues. Project Notes are issued by a
state or local housing agency and are sold by the Department of Housing and
Urban Development. While the issuing agency has the primary obligation with
respect to its Project Notes, they are also secured by the full faith and credit
of the United States through agreements with the issuing authority which provide


                                      B-31
<PAGE>   318


that, if required, the federal government will lend the issuer an amount equal
to the principal of and interest on the Project Notes.

         There are, of course, variations in the quality of Municipal
Securities, both within a particular classification and between classifications,
and the yields on Municipal Securities depend upon a variety of factors,
including general money market conditions, the financial condition of the
issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligations, and the rating of the
issue. The ratings of Moody's and S&P represent their opinions as to the quality
of Municipal Securities. It should be emphasized, however, that ratings are
general and are not absolute standards of quality, and Municipal Securities with
the same maturity, interest rate and rating may have different yields while
Municipal Securities of the same maturity and interest rate with different
ratings may have the same yield. Subsequent to its purchase by a Fund, an issue
of Municipal Securities may cease to be rated or its rating may be reduced below
the minimum rating required for purchase by the Fund. The Fund's Adviser will
consider such an event in determining whether the Fund should continue to hold
the obligations.

         Municipal securities may include obligations of municipal housing
authorities and single-family mortgage revenue bonds. Weaknesses in Federal
housing subsidy programs and their administration may result in a decrease of
subsidies available for payment of principal and interest on housing authority
bonds. Economic developments, including fluctuations in interest rates and
increasing construction and operating costs, may also adversely impact revenues
of housing authorities. In the case of some housing authorities, inability to
obtain additional financing could also reduce revenues available to pay existing
obligations. Single-family mortgage revenue bonds are subject to extraordinary
mandatory redemption at par in whole or in part from the proceeds derived from
prepayments of underlying mortgage loans and also from the unused proceeds of
the issue within a stated period which may be within a year from the date of
issue.

         Municipal leases are obligations issued by state and local governments
or authorities to finance the acquisition of equipment and facilities and may be
considered to be illiquid. They may take the form of a lease, an installment
purchase contract, a conditional sales contract, or a participation interest in
any of the above. Each Fund will limit its investment in municipal leases to no
more than 5% of its total assets. The Board of Trustees is responsible for
determining the credit quality of unrated municipal leases, on an ongoing basis,
including an assessment of the likelihood that the lease will not be cancelled.

         The exclusion from gross income for Federal income tax purposes for
certain housing authority bonds depends on qualification under relevant
provisions of the Code and on other provisions of Federal law. These provisions
of Federal law contain certain ongoing requirements relating to the cost and
location of the residences financed with the proceeds of the single-family
mortgage bonds and the income levels of tenants of the rental projects financed
with the proceeds of the multi-family housing bonds. While the issuers of the
bonds, and other parties, including the originators and servicers of the
single-family mortgages and the owners


                                      B-32
<PAGE>   319


of the rental projects financed with the multi-family housing bonds, covenant to
meet these ongoing requirements and generally agree to institute procedures
designed to insure that these requirements will be consistently met, although
there is no assurance that the requirements will be consistently met. The
failure to meet these requirements could cause the interest on the bonds to
become taxable, possibly retroactively from the date of issuance, thereby
reducing the value of the bonds and subjecting Shareholders to unanticipated tax
liabilities and possibly requiring a Fund to sell the bonds at the reduced
value. Furthermore, any failure to meet these ongoing requirements might
constitute an event of default under the applicable mortgage or permit the
holder to accelerate payment of the bond or require the issuer to redeem the
bond. In any event, where the mortgage is insured by the Federal Housing
Administration ("FHA"), the consent of the FHA may be required before insurance
proceeds would become payable to redeem the mortgage subsidy bonds.

         Information about the financial condition of issuers of Municipal
Securities may be less available than about corporations having a class of
securities registered under the Securities Exchange Act of 1934.

         An issuer's obligations under its Municipal Securities are subject to
the provisions of bankruptcy, insolvency, and other laws affecting the rights
and remedies of creditors, such as the federal bankruptcy code, and laws, if
any, which may be enacted by Congress or state legislatures extending the time
for payment of principal or interest, or both, or imposing other constraints
upon the enforcement of such obligations. The power or ability of an issuer to
meet its obligations for the payment of interest on and principal of its
Municipal Securities may be materially adversely affected by litigation or other
conditions.

         Such litigation or conditions may from time to time have the effect of
introducing uncertainties in the market for tax-exempt obligations or certain
segments thereof, or may materially affect the credit risk with respect to
particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a Fund's Municipal
Securities in the same manner.

         From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on tax exempt bonds, and similar proposals may be introduced in the
future. A recent decision of the United States Supreme Court has held that
Congress has the constitutional authority to enact such legislation. It is not
possible to determine what effect the adoption of such proposals could have on
(i) the availability of Municipal Securities for investment by the Funds, and
(ii) the value of the investment portfolios of the Funds.

         The Internal Revenue Code of 1986, as amended (the "Code") imposes
certain continuing requirements on issuers of tax-exempt bonds regarding the
use, expenditure and investment of bond proceeds and the payment of rebates to
the United States of America. Failure by the issuer to comply subsequent to the
issuance of tax-exempt bonds with certain of these requirements


                                      B-33
<PAGE>   320


could cause interest on the bonds to become includable in gross income
retroactive to the date of issuance.

         The Funds may invest in Municipal Securities either by purchasing them
directly or by purchasing certificates of accrual or similar instruments
evidencing direct ownership of interest payments or principal payments, or both,
on Municipal Securities, provided that, in the opinion of counsel to the initial
seller of each such certificate or instrument, any discount accruing on such
certificate or instrument that is purchased at a yield not greater than the
coupon rate of interest on the related Municipal Securities will to the same
extent as interest on such Municipal Securities be exempt from federal income
tax and state income tax (where applicable) and not treated as a preference item
for individuals for purposes of the federal alternative minimum tax. The Funds
may also invest in Municipal Securities by purchasing from banks participation
interests in all or part of specific holdings of Municipal Securities. Such
participation may be backed in whole or in part by an irrevocable letter of
credit or guarantee of the selling bank. The selling bank may receive a fee from
a Fund in connection with the arrangement. A Fund will not purchase
participation interests unless it receives an opinion of counsel or a ruling of
the Internal Revenue Service that interest earned by it on Municipal Securities
in which it holds such participation interest is exempt from federal income tax
and state income tax (where applicable) and not treated as a preference item for
individuals for purposes of the federal alternative minimum tax.

         Demand Features
         ---------------

         The Funds (except the Funds of Funds) may acquire securities that are
subject to puts and standby commitments ("demand features") to purchase the
securities at their principal amount (usually with accrued interest) within a
fixed period (usually seven days) following a demand by the Fund. The demand
feature may be issued by the issuer of the underlying securities, a dealer in
the securities or by another third party, and may not be transferred separately
from the underlying security.

         Under a "stand-by commitment," a dealer would agree to purchase, at a
Fund's option, specified municipal securities at a specified price. A Fund will
acquire these commitments solely to facilitate portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes. Stand-by
commitments may also be referred to as put options. A Fund will generally limit
its investments in stand-by commitments to 25% of its total assets.

         Swaps, Caps and Floors
         ----------------------

         All of the Bond Funds (except the Limited Volatility Bond Fund) and the
fixed income portion of the Asset Allocation Fund may enter into swaps, caps,
and floors on various securities (such as U.S. government securities),
securities indexes, interest rates, prepayment rates, foreign currencies or
other financial instruments or indexes, in order to protect the value of the
Fund from interest rate fluctuations and to hedge against fluctuations in the
floating rate market in which the Fund's investments are traded, for both
hedging and non-hedging purposes. While


                                      B-34
<PAGE>   321


swaps, caps, and floors (sometimes hereinafter collectively referred to as "swap
contracts") are different from futures contracts (and options on futures
contracts) in that swap contracts are individually negotiated with specific
counterparties, the Funds will use swap contracts for purposes similar to the
purposes for which they use options, futures, and options on futures. Those uses
of swap contracts (i.e., risk management and hedging) present the Funds with
risks and opportunities similar to those associated with options contracts,
futures contracts, and options on futures. See "Futures Contracts and Related
Options;" and "Options."

         The Funds may enter into these transactions to manage their exposure to
changing interest rates and other market factors. Some transactions may reduce
each Fund's exposure to market fluctuations while others may tend to increase
market exposure.

         Swap contracts typically involve an exchange of obligations by two
sophisticated parties. For example, in an interest rate swap, the Fund may
exchange with another party their respective rights to receive interest, such as
an exchange of fixed rate payments for floating rate payments. Currency swaps
involve the exchange of respective rights to make or receive payments in
specified currencies. Mortgage swaps are similar to interest rate swaps in that
they represent commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of mortgages.

         Caps and floors are variations on swaps. The purchase of a cap entitles
the purchaser to receive a principal amount from the party selling the cap to
the extent that a specified index exceeds a predetermined interest rate or
amount. The purchase of an interest rate floor entitles the purchaser to receive
payments on a notional principal amount from the party selling the floor to the
extent that a specified index falls below a predetermined interest rate or
amount. Caps and floors are similar in many respects to over-the-counter options
transactions, and may involve investment risks that are similar to those
associated with options transactions and options on futures contracts.

         Because swap contracts are individually negotiated, they remain the
obligation of the respective counterparties, and there is a risk that a
counterparty will be unable to meet its obligations under a particular swap
contract. If a counterparty defaults on a swap contract with a Fund, the Fund
may suffer a loss. To address this risk, each Fund will usually enter into
interest rate swaps on a net basis, which means that the two payment streams
(one from the Fund to the counterparty, one to the Fund from the counterparty)
are netted out, with the Fund receiving or paying, as the case may be, only the
net amount of the two payments. Interest rate swaps do not involve the delivery
of securities, other underlying assets, or principal, except for the purposes of
collateralization as discussed below. Accordingly, the risk of loss with respect
to interest rate swaps entered into on a net basis would be limited to the net
amount of the interest payments that the Fund is contractually obligated to
make. If the other party to an interest rate swap defaults, the Fund's risk of
loss consists of the net amount of interest payments that a Fund is
contractually entitled to receive. To protect against losses related to
counterparty default, the Funds may enter into swaps that require transfers of
collateral for changes in market value. In contrast, currency swaps and other
types of swaps may involve the


                                      B-35
<PAGE>   322


delivery of the entire principal value of one designated currency or financial
instrument in exchange for the other designated currency or financial
instrument. Therefore, the entire principal value of such swaps may be subject
to the risk that the other party will default on its contractual delivery
obligations.

         In addition, because swap contracts are individually negotiated and
ordinarily non-transferable, there also may be circumstances in which it would
be impossible for a Fund to close out its obligations under the swap contract
prior to its maturity. Under such circumstances, the Fund might be able to
negotiate another swap contract with a different counterparty to offset the risk
associated with the first swap contract. Unless the Fund is able to negotiate
such an offsetting swap contract, however, the Fund could be subject to
continued adverse developments, even after the Adviser has determined that it
would be prudent to close out or offset the first swap contract.

         The Funds will not enter into any mortgage swap, interest rate swap,
cap or floor transaction unless the unsecured commercial paper, senior debt, or
the claims paying ability of the other party thereto is rated in one of the top
two rating categories by at least one NRSRO, or if unrated, determined by the
Adviser to be of comparable quality.

         The use of swaps involves investment techniques and risks different
from and potentially greater than those associated with ordinary Fund securities
transactions. If the Adviser is incorrect in its expectations of market values,
interest rates, or currency exchange rates, the investment performance of the
Funds would be less favorable than it would have been if this investment
technique were not used.

         The Staff of the Securities and Exchange Commission is presently
considering its position with respect to swaps, caps and floors as senior
securities. Pending a determination by the Staff, the Funds will either treat
swaps, caps and floors as being subject to their senior securities restrictions
or will refrain from engaging in swaps, caps and floors. Once the Staff has
expressed a position with respect to swaps, caps and floors, the Funds intend to
engage in swaps, caps and floors, if at all, in a manner consistent with such
position. To the extent the net amount of an interest rate or mortgage swap is
held in a segregated account, consisting of cash or liquid, high grade debt
securities, the Funds and the Adviser believe that swaps do not constitute
senior securities under the Investment Company Act of 1940 and, accordingly,
will not treat them as being subject to each Fund's borrowing restrictions. The
net amount of the excess, if any, of each Fund's obligations over its
entitlements with respect to each interest rate swap will be accrued on a daily
basis and an amount of cash or liquid securities having an aggregate net asset
value at least equal to the accrued excess will be maintained in a segregated
account by the Funds' Custodian.

         Structured Instruments
         ----------------------

         All of the Bond Funds (except the Limited Volatility Bond Fund) and the
fixed income portion of the Asset Allocation Fund may invest, from time to time,
in one or more structured


                                      B-36
<PAGE>   323


instruments. Structured instruments are debt securities issued by agencies of
the U.S. government (such as Ginnie Mae, Fannie Mae, and Freddie Mac), banks,
corporations, and other business entities whose interest and/or principal
payments are indexed to certain specific foreign currency exchange rates,
interest rates, or one or more other reference indexes. Structured instruments
frequently are assembled in the form of medium-term notes, but a variety of
forms are available and may be used in particular circumstances.

         The terms of such structured instruments provide that their principal
and/or interest payments are adjusted upwards or downwards to reflect changes in
the reference index while the structured instruments are outstanding. In
addition, the reference index may be used in determining when the principal is
redeemed. As a result, the interest and/or principal payments that may be made
on a structured product may vary widely, depending on a variety of factors,
including the volatility of the reference index and the effect of changes in the
reference index on principal and/or interest payment.

         While structured instruments may offer the potential for a favorable
rate of return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference index
changes in a manner other than that expected by the Adviser, principal and/or
interest payments on the structured instrument may be substantially less than
expected. The Funds will invest only in structured securities that are
consistent with each Fund's investment objective, policies and restrictions and
the Adviser's outlook on market conditions. In some cases, depending on the
terms of the reference index, a structured instrument may provide that the
principal and/or interest payments may be adjusted below zero; however, the
Funds will not invest in structured instruments if the terms of the structured
instrument provide that the Funds may be obligated to pay more than their
initial investment in the structured instrument, or to repay any interest or
principal that has already been collected or paid back. Structured instruments
that are registered under the federal securities laws may be treated as liquid.
In addition, many structured instruments may not be registered under the federal
securities laws. In that event, a Fund's ability to resell such a structured
instrument may be more limited than its ability to resell other Fund securities.
The Funds will treat such instruments as illiquid, and will limit their
investments in such instruments to no more than 15% of each Fund's net assets,
when combined with all other illiquid investments of each Fund. In addition,
although structured instruments may be sold in the form of a corporate debt
obligation, they may not have some of the protection against counterparty
default that may be available with respect to publicly traded debt securities
(i.e., the existence of a trust indenture). In that respect, the risks of
default associated with structured instruments may be similar to those
associated with swap contracts. See "Swaps, Caps and Floors."

         New Financial Products
         ----------------------

         New options and futures contracts and other financial products, and
various combinations thereof, continue to be developed and all of the Bond Funds
(except the Limited Volatility Bond Fund) and the fixed income portion of the
Asset Allocation Fund may invest in any such options,


                                      B-37
<PAGE>   324


contracts and products as may be developed to the extent consistent with each
Fund's investment objective, policies and restrictions and the regulatory
requirements applicable to investment companies.

         These various products may be used to adjust the risk and return
characteristics of each Fund's investments. These various products may increase
or decrease exposure to security prices, interest rates, commodity prices, or
other factors that affect security values, regardless of the issuer's credit
risk. If market conditions do not perform consistent with expectations, the
performance of each Fund would be less favorable than it would have been if
these products were not used. In addition, losses may occur if counterparties
involved in transactions do not perform as promised. These products may expose
the Fund to potentially greater return as well as potentially greater risk of
loss than more traditional fixed income investments.

         Restricted Securities
         ---------------------

         Each of the Equity Funds (except the Equity Index Fund and the
International Equity Index Fund), each of the Bond Funds (except the Ohio
Municipal Bond Fund) and each of the Money Market Funds may invest in commercial
paper issued in reliance on the exemption from registration afforded by Section
4(2) of the Securities Act of 1933. Section 4(2) commercial paper is restricted
as to disposition under federal securities law and is generally sold to
institutional investors, such as the Funds, who agree that they are purchasing
the paper for investment purposes and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2)
commercial paper is normally resold to other institutional investors like the
Funds through or with the assistance of the issuer or investment dealers who
make a market in Section 4(2) commercial paper, thus providing liquidity. The
Funds believe that Section 4(2) commercial paper and possibly certain other
restricted securities which meet the criteria for liquidity established by the
Trustees are quite liquid. The Funds intend, therefore, to treat the restricted
securities which meet the criteria for liquidity established by the Trustees,
including Section 4(2) commercial paper, as determined by the Funds' Adviser, as
liquid and not subject to the investment limitation applicable to illiquid
securities. In addition, because Section 4(2) commercial paper is liquid, the
Fund will not subject such paper to the limitation applicable to restricted
securities.

         The ability of the Trustees to determine the liquidity of certain
restricted securities is permitted under a Securities and Exchange Commission
("SEC") Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a nonexclusive safe-harbor for
certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Funds believe that the Staff of the SEC has left the question of
determining the liquidity of all restricted securities to the Trustees. The
Trustees have directed the Adviser to consider the following criteria in
determining the liquidity of certain restricted securities:


                                      B-38
<PAGE>   325


         -        the frequency of trades and quotes for the security;

         -        the number of dealers willing to purchase or sell the security
                  and the number of other potential buyers;

         -        dealer undertakings to make a market in the security; and

         -        the nature of the security and the nature of the marketplace
                  trades.

         High Yield Securities
         ---------------------

         The Income Fund may invest in high yield securities. High yield bonds
are securities that are rated below investment grade by the primary rating
agencies (BB or lower by S&P and BA or lower by Moody's). Other terms used to
describe such securities include "lower rated bonds", "non-investment grade
bonds" and "junk bonds". Generally, lower rated debt securities provide a higher
yield than higher rated debt securities of similar maturity, but are subject to
a greater degree of risk with respect to the ability of the issuer to meet its
principal and interest obligations. Issuers of high yield securities may not be
as strong financially as those issuing higher rated securities. These securities
are regarded as predominately speculative. The market value of high yield
securities may fluctuate more than the market value of higher rated securities,
since high yield securities tend to reflect short-term corporate and market
developments to a greater extent than higher rated securities, which fluctuate
primarily in response to the general level of interest rates, assuming that
there has been no change in the fundamental quality of such securities. The
market prices of fixed income securities generally fall when interest rates
rise. Conversely, the market prices of fixed-income securities generally rise
when interest rates fall.

         Additional risks of high yield securities include limited liquidity and
secondary market support. As a result, the prices of high yield securities may
decline rapidly in the event that a significant number of holders decide to
sell. Changes in expectations regarding an individual issuer, an industry or
high yield securities generally could reduce market liquidity for such
securities and make their sale by the Fund more difficult, at least in the
absence of price concessions. Reduced liquidity also could adversely affect the
Fund's ability to accurately value high yield securities. Issuers of high yield
securities also are more vulnerable to real or perceived economic changes (for
instance, an economic downturn or prolonged period of rising interest rates),
political changes or adverse developments specific to the issuer. Adverse
economic, political or other developments may impair the issuer's ability to
service principal and interest obligations, to meet projected business goals and
to obtain additional financing, particularly if the issuer is highly leveraged.
In the event of a default, the Fund would experience a reduction of its income
and could expect a decline in the market value of the defaulted securities.

         Further, proposed new laws may have a possible negative impact on the
market for high yield bonds. As an example, legislation requires
federally-insured savings and loan associations to divest their investments in
high yield bonds. New legislation, if enacted, could have a material negative
effect on a Fund's net asset value and investment practices.

         Finally, the market prices of high-yield securities structured as zero
coupon or pay-in-kind securities are generally affected to a greater extent by
interest rate changes and tend to be more


                                      B-39
<PAGE>   326


volatile than securities which pay interest periodically. In addition, zero
coupon, pay-in-kind and delayed interest bonds often do not pay interest until
maturity. However, the Fund must recognize a computed amount of interest income
and pay dividends to shareholders even though it has received no cash. In some
instances, the Fund may have to sell securities to have sufficient cash to pay
the dividends.

The high yield securities in which the Fund may invest include the following:

         -- Straight fixed-income debt securities. These include bonds and other
         debt obligations which bear a fixed or variable rate of interest
         payable at regular intervals and have a fixed or resettable maturity
         date. The particular terms of such securities vary and may include
         features such as call provisions and sinking funds.

         -- Zero-coupon debt securities. These bear no interest obligation but
         are issued at a discount from their value at maturity. When held to
         maturity, their entire return equals the difference between their issue
         price and their maturity value.

         -- Zero-fixed-coupon debt securities. These are zero-coupon debt
         securities which convert on a specified date to interest-bearing debt
         securities.

          Ohio Municipal Securities
          -------------------------

         As used in the Trust's Prospectuses and this Statement of Additional
Information, the term "Ohio Municipal Securities" refers to debt securities
which (i) are issued by or on behalf of the State of Ohio or its respective
authorities, agencies, instrumentalities, and political subdivisions, and (ii)
produce interest which, in the opinion of issuer's counsel at the time of
issuance, is exempt from both federal income tax, and Ohio personal income tax.

Risk Factors Regarding Investments in Ohio Municipal Securities
- ---------------------------------------------------------------

         The economy of Ohio, while becoming increasingly diversified and
increasingly reliant on the service sector, continues to rely in significant
part on durable goods manufacturing, which is largely concentrated in motor
vehicles and equipment, steel, rubber products and household appliances. As a
result, general economic activity in Ohio, as in many other industrial states,
tends to be more cyclical than in some other states and in the nation as a
whole. Agriculture also is an important segment of the Ohio economy, and the
state has instituted several programs to provide financial assistance to
farmers. Although revenue obligations of the state or its political subdivisions
may be payable from a specific source or project, and general obligation debt
may be payable from a specific tax, there can be no assurance that future
economic difficulties and the resulting impact on state and local government
finances will not adversely affect the market value of the Ohio Municipal
Securities in the Funds of the Trust or the ability of the respective obligators
to make timely payment of interest and principal on such obligations.



                                      B-40
<PAGE>   327


         Since the Ohio Municipal Bond Fund and Ohio Municipal Money Market Fund
invest primarily in Ohio Municipal Securities, the value of each Fund's Shares
may be especially affected by factors pertaining to the economy of Ohio and
other factors specifically affecting the ability of issuers of Ohio Municipal
Securities to meet their obligations. As a result, the value of the Shares of
the Ohio Municipal Bond Fund and the Ohio Municipal Money Market Fund may
fluctuate more widely than the value of Shares of a portfolio investing in
securities relating to a number of different states. The ability of Ohio state,
county, or local governments to meet their obligations will depend primarily on
the availability of tax and other revenues to those governments and on their
fiscal conditions generally. The amounts of tax and other revenues available to
issuers of Ohio Municipal Securities may be affected from time to time by
economic, political and demographic conditions within the state. In addition,
constitutional or statutory restrictions may limit a government's power to raise
revenues or increase taxes. The availability of federal, state, and local aid to
issuers of Ohio Municipal Securities may also affect their ability to meet their
obligations. Payments of principal and interest on limited obligation securities
will depend on the economic condition of the facility or specific revenue source
from whose revenues the payments will be made, which in turn could be affected
by economic, political, and demographic conditions in the state. Any reduction
in the actual or perceived ability to meet obligations on the part of either an
issuer of an Ohio Municipal Security or a provider of credit enhancement for
such Security (including a reduction in the rating of its outstanding
securities) would likely affect adversely the market value and marketability of
that Ohio Municipal Security and could adversely affect the values of other Ohio
Municipal Securities as well.

         West Virginia Municipal Securities
         ----------------------------------

         As used in the Prospectus and this Statement of Additional Information,
the term "West Virginia Municipal Securities" refers to debt securities which
are issued by or on behalf of West Virginia or its respective authorities,
agencies, instrumentalities and political subdivisions and which produce
interest which, in the opinion of counsel for the issuer, is exempt from federal
income tax, is not treated as a preference item for purposes of the federal
alternative minimum tax, and is exempt from West Virginia personal income tax.

Risk Factors Regarding Investments in West Virginia Municipal Securities
- ------------------------------------------------------------------------

         West Virginia's economy is heavily dependent upon the coal mining
industry. A reduction in the demand for certain types of coal and increasing
governmental regulation has had an adverse impact upon the industry and upon the
economy of the state. Notwithstanding the importance of the coal mining industry
on the West Virginia economy, over the course of the past few years, West
Virginia's economy has benefitted from a developing tourism industry. Tourism
directly and indirectly accounts for a material portion of the West Virginia
economy.




                                      B-41
<PAGE>   328


         In 1989, state taxes were substantially increased by applying sales,
service and use taxes to a vast number of consumer and industrial products and
services that were previously exempt from such tax. In 1993, the state's
gasoline tax was substantially increased.

         In 1990, legislation was enacted directing a statewide reappraisal of
real property for ad valorem tax purposes. Implementation of the reappraisal
program was completed in 1994. Generally, implementation has substantially
increased ad valorem taxes of both residential and commercial real property
owners.

         Despite the enactment in 1989 and 1990 of legislation designed to
provide a significant increase in revenues to the state, the state experienced a
shortfall in revenues. Even with these measures, the Governor in 1990 imposed a
two-year hiring freeze on state agencies; and in 1992, and again in January,
1993, the Governor imposed spending reductions on most state agencies in order
to bring expenditures in line with revenues.

         The increase in taxes in recent years and the 1993 freeze of
expenditures did result in a surplus for the state at the end of its June 30,
1993 fiscal year. The state also had a surplus at the end of its June 30, 1994
fiscal year. However, as in many other states, the state, local governments and
school boards continue to struggle to produce sufficient revenues to fund
operations and support public education.

         West Virginia led the nation in unemployment from July, 1991 through
August, 1993. Although unemployment in West Virginia declined from 10.5% in
July, 1993, to 8.7% in July, 1994, West Virginia's unemployment rate is still
well above the 6.1% national rate for July, 1994. High unemployment continues to
reflect the weakness of the West Virginia economy.

         Kentucky Municipal Securities
         -----------------------------

         As used in the Prospectus and this Statement of Additional Information,
the term "Kentucky Municipal Securities" refers to debt securities which are
issued by or on behalf of Kentucky or its respective authorities, agencies,
instrumentalities and political subdivisions and which produce interest which,
in the opinion of counsel for the issuer, is exempt from federal income tax, is
not treated as a preference item for purposes of the federal alternative minimum
tax, and is exempt from Kentucky personal income tax.

Risk Factors Regarding Investments in Kentucky Municipal Securities
- -------------------------------------------------------------------

         As of August 31, 1994, Kentucky had an unemployment rate of 4.4%, which
was below the national average of 5.9%. For calendar year 1993, Kentucky's per
capita income ranked 43rd in the nation and was 82% of the national average. The
most current audited financial statement for Kentucky indicates a surplus of
funds in the General Fund of $104.6 million, which was $88.5 million above the
budgeted balance.



                                      B-42
<PAGE>   329


         Unlike many states, payment on nearly all Kentucky Municipal Securities
depends upon revenue generated by the property financed by the securities; the
securities are not general obligations of the issuer.

         Texas Municipal Securities
         --------------------------

         As used in the Prospectus and this Statement of Additional Information,
the term "Texas Municipal Securities" refers to debt securities which are issued
by or on behalf of Texas or its respective authorities, agencies,
instrumentalities and political subdivisions and which produce interest which,
in the opinion of counsel for the issuer, is exempt from federal income tax and
is not treated as a preference item for purposes of the federal alternative
minimum tax.

Risk Factors Regarding Investments in Texas Municipal Securities
- ----------------------------------------------------------------

         Because the Fund invests primarily in obligations issued by Texas
entities, the Fund's performance is partially dependent upon economic conditions
within the State of Texas generally and upon the economic condition of issuing
governments and their instrumentalities in particular. In the late 1980's,
weakness in the oil and gas related and agricultural sectors of the Texas
economy adversely affected consumer spending, financial institutions, utility
demand, and real estate values within the state. Consequently, the state and
many of its local governments had to increase sales, utilities, and ad valorem
tax rates in order to maintain revenue yields. In the past two years, however,
in contrast to the national economy, business activity in Texas has
strengthened, with employment growth occurring in most sectors. In addition,
Texas' major financial institutions have been recapitalized and bank failures
have generally ceased.

         Arizona Municipal Securities
         ----------------------------

         As used in the Prospectus and this Statement of Additional Information,
the term "Arizona Municipal Securities" refers to debt securities which are
issued by or on behalf of Arizona or its respective authorities, agencies,
instrumentalities and political subdivisions and which produce interest which,
in the opinion of counsel for the issuer, is exempt from federal income tax and
is not treated as a preference item for purposes of the federal alternative
minimum tax.

Risk Factors Regarding Investments in Arizona Municipal Securities
- ------------------------------------------------------------------

         Arizona's outlook remains uncertain as long as the state does not adopt
a plan regarding long term matching of revenues and expenditures, especially for
education, health care and corrections. Despite severe problems in the real
estate sector, Arizona's growth continues to out pace the nation, for example:
(i) the state's 35% population growth during the 1980's was the third fastest
rate in the nation, next to Alaska and Nevada; (ii) Arizona's current population
growth is over 2% per year, about twice the national average, (iii) its growth
in non-agricultural employment between July 1990-1991 was 1.5%-- seventh fastest
in the nation; and (iv) the state's unemployment rate currently is 7.1%, below
the 7.3% U.S. unemployment rate.


                                      B-43
<PAGE>   330


         Nonetheless, growth has been expensive for Arizona. During the
high-growth 1980's, combined per capita state and local expenditures climbed to
about 105% of the U.S. average from about 95%, according to data from the
Advisory Commission on Intergovernmental Relations. This occurred just after
1980 tax reform removed food from the sales tax base and imposed limits on
property taxes. The resulting reduction in revenues reduced liquidity in the
state treasury. General Fund balances fell to a low of zero in fiscal 1983 from
a high of 21% in 1980. Balancing the budget has been a challenge ever since,
requiring numerous mid-year corrections and special sessions of the legislature.
Although growth-generated revenues picked up during the mid-decade boom, growth
in entitlements, federally mandated programs, education, and corrections still
outstripped revenue inflow. When growth started to slow in 1986, the pressure
intensified. Since fiscal 1985, the state managed five successive years of
shortfalls with internal borrowing, tax accelerations, one-time adjustments, and
budget cuts. After considerable cuts in many departments, fiscal 1991 closed
with an estimated 2% balance, and fiscal 1992 had a General Fund balance of $5
million. The forecast for fiscal 1993 is for a balanced budget.

         Louisiana Municipal Securities
         ------------------------------

         As used in the Prospectus and this Statement of Additional Information,
the term "Louisiana Municipal Securities" refers to debt securities which are
issued by or on behalf of Louisiana or its respective authorities, agencies,
instrumentalities and political subdivisions and which produce interest which,
in the opinion of counsel for the issuer, is exempt from federal income tax and
is not treated as a preference item for purposes of the federal alternative
minimum tax.

Risk Factors Regarding Investments in Louisiana Municipal Securities
- --------------------------------------------------------------------

         Louisiana's general obligation bonds are currently rated Baa1 by
Moody's Investors Service, Inc. ("Moody's") and A minus by Standard and Poor's
Rating Group ("S&P"). Louisiana's ratings reflect an ongoing recovery process
from the severe financial problems which developed after oil prices declined in
the mid-to-late 1980's. Also, both rating agencies have commended the State for
enacting constitutional reforms in the Fall of 1993 that curb borrowing and
require that non-recurring revenues be applied to debt reduction. However,
Louisiana remains one of the weakest states in terms of its credit fundamentals.
While ratings of individual cities, parishes, agencies and special districts
vary, most Louisiana issuers have been affected to some degree by Louisiana's
economy.

         Through the oil boom of the late 1970s and early 1980s, Louisiana's
labor force and employment grew steadily, as did its financial position. By June
30, 1981, the General Fund had run several years of operating surpluses,
bringing the ending fund balance to $839.5 million, a sizeable 16% of operating
expenditures. When the oil industry weakened, economic growth slowed and
operating deficits occurred, Louisiana's undesignated General Fund deficit
reached $512 million in fiscal 1988 (ended June 30) and the fund balance was a
negative $377 million.



                                      B-44
<PAGE>   331


         To address its deficits, Louisiana created the Louisiana Recovery
District in 1988, which sold $979 million revenue bonds secured by (i) the
revenues derived from the Recovery District's 1% statewide sales and use tax,
and (ii) all funds and accounts held under the Recovery District's general bond
resolution and all investment earnings on such funds and accounts. As of
December 31, 1994, the principal amount of all these bonds (including bonds
issued to defease certain portions of the original bond issue) was $486,795
million. Article VI, Section 30.1 of the State Constitution, effective November
3, 1994, prohibits the Recovery District from issuing additional bonds except to
refund bonds at a lower effective interest rate. All bonds of the Recovery
District shall be retired no later than the end of the fiscal year 1998-1999.

         During the period from fiscal year 1987-1988 through fiscal year
1993-1994, Louisiana experienced operating budget deficits in three of the seven
fiscal years. The operating deficit problem was exacerbated by the highly
dependent nature of Louisiana's budget on mineral revenues and the dramatic
fluctuations in oil prices over the last decade.

         Louisiana began fiscal year 1988-1989 with a balance of $271 million in
the General Fund and ended the year with an operating surplus which, when
combined with prior year adjustments of $384 million, provided the state with an
ended balance in the General Fund of $655 million. Fiscal year ended 1989-1990
ended with a small operating surplus of $47 million which, when added to the
$655 million balance from the prior fiscal year, resulted in an accumulated
surplus of $702 million as of June 30, 1990.

         In fiscal year 1990-1991, Louisiana ended the fiscal year with an
accumulated surplus in the General Fund of $417.98 million. In fiscal year
1991-1992, state operations resulted in a $487 million deficit which, after
adjustment, resulted in an undesignated fund balance deficit of $83 million.
This shortfall was eliminated by utilizing a set aside against the total balance
available for appropriations.

         Louisiana ended fiscal year 1992-1993 with a positive undesignated
balance in its General Fund of $101 million. At the end of fiscal year
1993-1994, there was an operating surplus of $129 million which, after including
the prior year's fund balance and reserve changes, resulted in a positive
undesignated unreserved General Fund balance of $212.9 million. The State
forecasts for fiscal year 1995-1996 indicate a potential revenue shortfall of
$192 million in order to continue State operations in fiscal year 1995-1996 at
current levels.

         It should be noted that the General Fund could be impacted by certain
pending Medicaid issues. Currently, Louisiana is eligible to receive up to
$1.217 billion in Medicaid disproportionate share payments for hospitals. In the
past, Louisiana has used a portion of the amounts paid to the public hospitals
in the State to return to the Medicaid program to help finance this health care.

         The 1993 amendments to the federal disproportionate share law severely
restrict the State's ability to continue to help finance health care in this
manner. It is estimated that a total


                                      B-45
<PAGE>   332


of approximately $940 million in disproportionate share funding will be paid out
in State fiscal year 1995, compared to the total capped amount available to
Louisiana of $1.271 billion. Thus, the 1993 amendments reduced Louisiana's
disproportionate share fund by over $300 million. In fiscal year 1996, the
estimated loss of disproportionate share funding is over $750 million.

         On December 31, 1994, Louisiana submitted a proposed "Section 1115
Waiver" to the federal government to significantly change its Medicaid program
to allow more flexibility and to address the potential financing problem.
Preliminary meetings with Health and Human Services indicate that the federal
government is interested in developing a joint solution to Louisiana's health
care funding crisis and is working with the State on the waiver. The waiver
proposal provides for a phase-in of a managed care program with emphasis on
primary and preventive services through a capitated payment system which should
provide for more stability and controlled growth in the Medicaid program. The
State has received a letter from U.S. Secretary of Health and Human Services,
Donna Shalala, advising that they hope to reach a final agreement with 120 days.

         The Health Care Financing Administration ("HCFA") has recently notified
Louisiana that it has questions concerning the provider fee legislation enacted
in 1993. If HCFA disallows the provider fee, there could be a negative $112
million effect as of June 30, 1994. The State is expected to aggressively object
to any disallowance by HCFA.

         Economically, Louisiana will continue to be affected by world energy
markets. Approximately 15% of the nation's crude oil and approximately 28% of
its natural gas are produced in Louisiana. In the past the State has estimated
that up to 25% of its economy is directly or indirectly related to energy. This
is despite the fact that only 5.5% of employment is in oil and gas extraction,
chemicals and allied products and petroleum refining. Oil and oil related jobs
also tend to be at relatively high wages, magnifying their economic effect.
Similarly, although severance taxes and royalties accounted for almost 4.3% of
operating revenues for fiscal year 1993-1994, compared with almost 25% ten years
ago, energy related activity affects individual and corporate taxes, which
together with sales taxes account for 21.3% of general revenues. Unemployment
declined in Louisiana from 12% in 1987 to 6.2% in 1990. This was due in part to
increased employment but also to out-migration of population and a decline in
labor force. Louisiana's jobless rate has since risen to 7.4% as of December 31,
1994. The comparable national unemployment rate was 6.8%. In addition to oil and
gas, major contributors to Louisiana's economy include chemical production,
shipping, agriculture and tourism.

         Louisiana's debt burden is well above that of other states, while
wealth and income indicators are below the national average. In 1993, for
example, the most recent year for which data is available, Louisiana's per
capita personal income was 80% of the United States average. According to
Moody's, Louisiana's State-level tax supported debt is the sixth highest as a
percentage of personal income and eighth highest on a per-capita basis.



                                      B-46
<PAGE>   333


         Municipal obligations are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Code, and laws, if any, which may be enacted by
Congress or State legislatures extending the time for payment of principal or
interest, or both, or imposing other constraints upon enforcement of such
obligations or upon municipalities to levy taxes. There is also the possibility
that as a result of litigation or other conditions the power or ability of any
one or more issuers to pay when due principal or interest on its or their
municipal obligations may be materially affected.

INVESTMENT RESTRICTIONS
- -----------------------

         Unless otherwise specifically noted, the following investment
restrictions may be changed with respect to a particular Fund only by a vote of
a majority of the outstanding Shares of that Fund. See "ADDITIONAL INFORMATION--
Miscellaneous" in this Statement of Additional Information.

         None of the Funds may:

         1. Purchase securities on margin, sell securities short, or participate
in a joint or joint and several basis in any securities trading account, except,
in the case of the Municipal Bond Funds, for use of short-term credit necessary
for clearance of purchases of portfolio securities.

         2. Underwrite the securities of other issuers except to the extent that
a Fund may be deemed to be an underwriter under certain securities laws in the
disposition of "restricted securities."

         3. Purchase or sell commodities or commodity contracts (including
futures contracts), except that for bona fide hedging and other permissible
purposes: (i) the Equity, Bond and International Equity Index Funds may purchase
or sell financial futures contracts and may purchase call or put options on
financial futures contracts, and (ii) the International Equity Index Fund may
purchase or sell foreign currency futures contracts and foreign currency forward
contacts, and may purchase put or call options on foreign currency futures
contracts and on foreign currencies on appropriate U.S. exchanges, and may
purchase or sell foreign currency on a spot basis.

         4. Purchase participation or other direct interests in oil, gas or
mineral exploration or development programs (although investments by all Funds
other than the U.S. Treasury Securities Money Market, Treasury Money Market,
Treasury Only Money Market and Government Money Market Funds in marketable
securities of companies engaged in such activities are not hereby precluded).

         5. Invest in any issuer for purposes of exercising control or
management.



                                      B-47
<PAGE>   334


         6. Purchase securities of other investment companies except as
permitted by the 1940 Act and rules, regulations and applicable exemptive relief
thereunder.

         7. Purchase or sell real estate (however, each Fund except the Money
Market Funds may, to the extent appropriate to its investment objective,
purchase securities secured by real estate or interests therein or securities
issued by companies investing in real estate or interests therein).

         8. Borrow money or issue senior securities, except that each Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to 10% of the value of its total assets at the time of
such borrowing; or mortgage, pledge, or hypothecate any assets, except in
connection with any such borrowing and in amounts not in excess of the lesser of
the dollar amounts borrowed or 10% of the value of the Fund's total assets at
the time of its borrowing. A Fund will not purchase securities while its
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding.

         In addition, the U.S. Treasury Securities Money Market, the Prime Money
Market and the Institutional Money Market Funds may not:

         1. Buy common stocks or voting securities.

         In addition, the U.S. Treasury Securities Money Market, the Prime Money
Market, and the Government Money Market Funds may not:

         1. Buy State, municipal, or private activity bonds.

         The following investment restrictions are non-fundamental except as
noted otherwise and therefore can be changed by the Board of Trustees without
prior shareholder approval.

         No Fund may:

         1. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its Adviser owning
beneficially more than one-half of 1% of the securities of such issuer together
own beneficially more than 5% of such securities.

         2. Invest more than 5% of a Fund's total assets in the securities of
issuers which together with any predecessors have a record of less than three
years continuous operation. (This restriction shall not apply to investments in
asset-backed securities and other mutual funds authorized for purchase by such
Fund, as described in its Prospectus. For purposes of this restriction, an
"Asset-Backed Security" means a debt obligation issued by a limited-purpose
entity whose primary business activity is acquiring and holding financial
assets.) (This restriction is fundamental with respect to the Ohio Municipal
Money Market Fund.)



                                      B-48
<PAGE>   335


         3. Invest in illiquid securities in an amount exceeding, in the
aggregate 15% of the Fund's net assets (10% of net assets for a Fund that is a
Money Market Fund). An illiquid security is a security which cannot be disposed
of promptly (within seven days) and in the usual course of business without a
loss, and includes repurchase agreements maturing in excess of seven days, time
deposits with a withdrawal penalty, non-negotiable instruments and instruments
for which no market exists. (This restriction is fundamental with respect to the
Ohio Municipal Money Market Fund.)

The Equity Funds, the Municipal Bond Funds, and the Institutional Money Market
Funds may not:

         1. Acquire securities that are subject to restrictions on resale
         because they are not registered under the Securities Act of 1933, if
         such investment would exceed 5% of the Fund's total assets.

Each of the Asset Allocation and Intermediate Bond Funds may not:

         1. Invest more than 15% of its net assets in securities with legal or
         contractual restrictions on resale. However, this restriction shall not
         apply to securities eligible for resale to institutional buyers under
         Rule 144A of the Securities and Exchange Commission or to securities
         that become a part of the Fund's assets through merger, exchange or
         recapitalization involving securities already held in a Fund.

None of the Money Market Funds or Institutional Money Market Funds may:

         1. Write or purchase call options.

         2. Write or purchase put options except that each of the Ohio Municipal
         Money Market, Municipal Money Market and Tax-Exempt Money Market Funds
         may acquire puts with respect to Municipal Securities in its portfolio
         and sell those puts in conjunction with a sale of those Municipal
         Securities.

The Municipal Income Fund, Ohio Municipal Money Market Fund, Municipal Money
Market Fund and the Tax-Exempt Money Market Fund may not:

         1. Write or sell puts, calls, straddles, spreads or combinations
         thereof except that a Fund may acquire puts with respect to Municipal
         Securities in its portfolio and sell those puts in conjunction with a
         sale of those Municipal Securities.

         Additionally, although not a matter controlled by their fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Equity Funds and the Bond Funds will not, so long as
their Shares are registered under the securities laws of the State of Texas and
such restrictions are required as a consequence of such registration, (1) invest
more than 5% of any Fund's net assets in warrants; provided that, of this 5%, no


                                      B-49
<PAGE>   336


more than 2% will be in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange or (2) invest more than 15% of any
Fund's net assets in securities which are not readily marketable. For purposes
of restriction (1) in the preceding sentence, warrants acquired by a Fund in
units or attached to other securities may be deemed to be without value.

         Additionally, although not a matter controlled by their fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Equity Funds, the Bond Funds, the Municipal Money
Market Fund, the U.S. Treasury Securities Money Market Fund, the Prime Money
Market Fund, the Intermediate Tax-Free Bond Fund, the Municipal Income Fund, and
the Texas Tax-Free Bond Fund will not, so long as their Shares are registered
under the securities laws of the State of Texas and such restrictions are
required as a consequence of such registration, (1) purchase participations or
other direct interests in oil, gas, or mineral explorations or development
programs and oil, gas or mineral leases, or (2) purchase or sell real estate or
real estate limited partnership interests.

         Additionally, although not a matter controlled by their fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), each of the Funds may, so long as their Shares are
registered under the securities laws of the State of California and such
restrictions are required as a consequence of such registration, purchase
securities of other open-end investment companies, provided that the adviser
will waive its fee on that portion of the assets placed in such open-end
investment companies.

         Additionally, although not a matter controlled by their fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), so long as its Shares are registered under the securities
laws of the State of Arkansas and such restrictions are required as a
consequence of such registration, (1) none of the Money Market Funds, the
Institutional Money Market Funds or the Bond Funds may acquire securities that
are subject to restrictions on resale because they are not registered under the
Securities Act of 1933, if such investment would exceed 10% of such Fund's net
assets; and (2) none of the International Equity Index Fund, the Equity Index
Fund, the Tax Exempt Money Market Fund or the Government Money Market Fund will
invest in puts, calls, straddles, spreads or any combination thereof if such
investment would exceed 5% of such Fund's total assets.

         Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), so long as its Shares are registered under the securities
laws of the State of Ohio, and such restriction is required as a consequence of
such registration, none of the Intermediate Tax-Free Bond Fund or the
Institutional Money Market Funds will acquire securities which are restricted as
to disposition, in excess of fifteen percent (15%) of such Fund's net assets.



                                      B-50
<PAGE>   337
PORTFOLIO TURNOVER
- ------------------
         The portfolio turnover rate for each Fund is calculated by dividing the
lesser of purchases or sales of portfolio securities for the year by the monthly
average value of the portfolio securities. The calculation excludes all
securities whose maturities at the time of acquisition were one year or less.
Thus, for regulatory purposes, the portfolio turnovers with respect to the Money
Market Funds were zero for the period from the commencement of their respective
operations to June 30, 1995 and are expected to remain zero, and the portfolio
turnover rate with respect to the Institutional Money Market Funds is expected
to be zero.

         The portfolio turnover rates of the Funds for the fiscal years ended
June 30, 1995 and 1994 were as follows:

                                THE ONE GROUP(R)
                               PORTFOLIO TURNOVER
<TABLE>
<CAPTION>
                                                 FISCAL YEAR ENDED JUNE 30,
- --------------------------------------------------------------------------------
                    FUND                           1995              1994
- --------------------------------------------------------------------------------
<S>                                            <C>               <C> 
U.S. Treasury Securities Money Market              0%**              0%**
- --------------------------------------------------------------------------------
Prime Money Market                                 0%**              0%**
- --------------------------------------------------------------------------------
Municipal Money Market                             0%**              0%**
- --------------------------------------------------------------------------------
Ohio Municipal Money Market                        0%**              0%**
- --------------------------------------------------------------------------------
Income Equity                                      4.03%            22.69%
- --------------------------------------------------------------------------------
Disciplined Value                                 176.66%           56.33%
- --------------------------------------------------------------------------------
Growth Opportunities                              132.63%           70.67%
- --------------------------------------------------------------------------------
Equity Index                                       2.71%            11.81%
- --------------------------------------------------------------------------------
Large Company Value                               203.13%          111.72%
- --------------------------------------------------------------------------------
Asset Allocation                                  115.36%           56.55%
- --------------------------------------------------------------------------------
International Equity Index                         4.67%            7.74%
- --------------------------------------------------------------------------------
Large Company Growth                              14.22%            9.04%
- --------------------------------------------------------------------------------
Income Bond                                       262.25%          131.04%
- --------------------------------------------------------------------------------
Limited Volatility Bond                           76.43%            30.61%
- --------------------------------------------------------------------------------
Intermediate Tax-Free Bond                        199.76%          105.98%
- --------------------------------------------------------------------------------
Municipal Income                                  66.02%           101.48%
- --------------------------------------------------------------------------------
Ohio Municipal Bond                               77.69%            16.77%
- --------------------------------------------------------------------------------
Government Bond                                   106.14%          377.78%
- --------------------------------------------------------------------------------
Ultra Short-Term Income                            2.91%           242.20%
- --------------------------------------------------------------------------------
Intermediate Bond                                99.71%***          85.62%
- --------------------------------------------------------------------------------
Treasury Only Money Market                         0%**              0%**
- --------------------------------------------------------------------------------
Government Money Market                            0%**              0%**
- --------------------------------------------------------------------------------
Kentucky Municipal Bond                         19.75%****           ****
- --------------------------------------------------------------------------------
Institutional Prime Money Market                    NA*              NA*
- --------------------------------------------------------------------------------
Treasury Money Market                               NA*              NA*
- --------------------------------------------------------------------------------
Tax-Exempt Money Market                             NA*              NA*
- --------------------------------------------------------------------------------
Arizona Tax-Free Bond                               NA*              NA*
- --------------------------------------------------------------------------------
Texas Tax-Free Bond                                 NA*              NA*
- --------------------------------------------------------------------------------
W. Virginia Tax-Free Bond                           NA*              NA*
- --------------------------------------------------------------------------------
Louisiana Municipal Bond                           28%+              24%+
- --------------------------------------------------------------------------------
Value Growth                                       77%+              53%+
- --------------------------------------------------------------------------------
Gulf South Growth                                  65%+              51%+
- --------------------------------------------------------------------------------
</TABLE>


                                      B-51
<PAGE>   338


<TABLE>
<S>                                            <C>               <C> 
- --------------------------------------------------------------------------------
Investor Growth                                     NA*             NA*
- --------------------------------------------------------------------------------
Investor Growth & Income                            NA*             NA*
- --------------------------------------------------------------------------------
Investor Aggressive Growth                          NA*             NA*
- --------------------------------------------------------------------------------
Investor Conservative Growth                        NA*             NA*
- --------------------------------------------------------------------------------
Investor Balanced                                   NA*             NA*
- --------------------------------------------------------------------------------
Investor Fixed Income                               NA*             NA*
- --------------------------------------------------------------------------------
Income                                              NA*             NA*
- --------------------------------------------------------------------------------

<FN>
- --------------------
*        As of June 30, 1995, the Fund had not commenced operations.

**       Turnover rate is not applicable to money market funds.

***      Portfolio turnover rate for the period from November 1, 1994 to June
         30, 1995.

****     Portfolio turnover rate for the period from January 20, 1995 to June
         30, 1995 for Class A and Fiduciary Class shares and from March 16, 1995
         (commencement of operations) to June 30, 1995 for Class B shares. For
         the period from February 1, 1994 to January 19, 1995 the portfolio
         turnover rate was 10.00% and for the period from March 12, 1993 to
         January 31, 1994 the portfolio turnover rate was 5.00%.

+        Portfolio turnover rate for the fiscal year ended November 30, 1994 and
         November 30, 1995.
</TABLE>

         The high portfolio turnover rates for the fiscal year ended June 30,
1995 for the Disciplined Value Fund, Growth Opportunities Fund, Large Company
Value Fund, Asset Allocation Fund, Income Bond Fund, Intermediate Tax-Free Bond,
Government Bond Fund, and Intermediate Bond Fund resulted from various factors,
including some or all of the following: investment strategies, decreasing
interest rates, unusually high market volatility and significant growth of the
Fund. Portfolio turnover may vary greatly from year to year as well as within a
particular year, and may also be affected by cash requirements for redemptions
of Shares and by requirements which enable the Trust to receive certain
favorable tax treatments. Portfolio turnover will not be a limiting factor in
making portfolio decisions.

ADDITIONAL TAX INFORMATION CONCERNING ALL FUNDS OF THE TRUST
- ------------------------------------------------------------

         It is the policy of each Fund of the Trust to meet the requirements
necessary to qualify as a "regulated investment company" under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"). By following such
policy, each Fund expects to eliminate or reduce to a nominal amount the federal
income taxes to which it may be subject.

         In order to qualify as a regulated investment company, each Fund of the
Trust must, among other things, (1) derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock or securities, foreign currencies or
other income (including gains from options, futures or forward contracts)
derived with respect to its business of investing in stock, securities or
currencies, (2) derive less than 30% of its gross income from the sale or other
disposition of stock, securities, options, futures, forward contracts, and
certain foreign currencies (or certain options, futures, or forward contracts on
foreign currencies) held for less than three months, and (3) diversify its
holdings so that at the end of each quarter of its taxable year (i) at least 50%
of the market value of the Fund's assets is represented by cash or cash items,
United States government securities, securities of other regulated investment
companies, and other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the value of the Fund's assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
United


                                      B-52
<PAGE>   339


States government securities or the securities of other regulated investment
companies) or of two or more issuers that the Fund controls and that are engaged
in the same, similar, or related trades or businesses. These requirements may
restrict the degree to which the Fund may engage in short-term trading and limit
the range of the Fund's investments. If a Fund of the Trust qualifies as a
regulated investment company, it will not be subject to federal income tax on
the part of its income distributed to Shareholders, provided the Fund
distributes during its taxable year at least (a) 90% of its taxable net
investment income (very generally, dividends, interest, certain other income,
and the excess, if any, of net short-term capital gain over net long-term loss),
and (b) 90% of the excess of (i) its tax-exempt interest income (if any) less
(ii) certain deductions attributable to that income. Each Fund of the Trust
intends to make sufficient distributions to Shareholders to qualify for this
special tax treatment.


         If a Fund failed to qualify as a regulated investment company receiving
special tax treatment in any taxable year, the Fund would be subject to tax on
its taxable income at corporate rates, and all distributions from earnings and
profits, including any distributions of net tax-exempt income and net long-term
capital gains, would be taxable to Shareholders as ordinary income. In addition,
the Fund could be required to recognize unrealized gains, pay substantial taxes
and interest and make substantial distributions before requalifying as a
regulated investment company and being accorded special tax treatment.

         Regulated investment companies that do not distribute in each calendar
year (regardless of whether they otherwise have a non-calendar taxable year) an
amount equal to 98% of their "ordinary income" (as defined) for the calendar
year, plus 98% of their capital gain net income (as defined) for the one-year
period ending on October 31 of such calendar year, plus any undistributed
amounts from the previous year are subject to a non-deductible excise tax equal
to 4% of the undistributed amounts. For purposes of the excise tax, a Fund is
treated as having distributed any amount on which it is subject to income tax
for any taxable year ending in such calendar year. Each Fund of the Trust
intends to make sufficient distributions to avoid liability for the excise tax.

         Shareholders of the Funds will generally pay federal income tax on
distributions received from the Funds. Dividends that are attributable to a
Fund's net investment income will be taxed to shareholders as ordinary income.
Distributions of net capital gain that are designated by a Fund as capital gain
dividends will generally be taxable to a Shareholder receiving such
distributions as long-term capital gain regardless of how long the Shareholder
has held its shares. Distributions in excess of a Fund's current and accumulated
"earnings and profits" will be treated by a Shareholder receiving such
distributions as a return of capital to the extent of such Shareholder's basis
in its Shares in the Fund, and thereafter as capital gain. A return of capital
is not taxable, but reduces a Shareholder's basis in its shares. Shareholders
not subject to tax on their income generally will not be required to pay tax on
amounts distributed to them. The sale, exchange or redemption of Fund shares by
a Shareholder may give rise to a taxable gain or loss to that Shareholder. In
general, any gain or loss realized upon a taxable disposition of shares will be
treated as long-term capital gain or loss if the Shareholder has held the shares
for


                                      B-53
<PAGE>   340


more than 12 months, and otherwise as short-term capital gain or loss. However,
if a Shareholder sells shares at a loss within six months of purchase, any loss
will be disallowed for Federal income tax purposes to the extent of any
exempt-interest dividends received on such shares. In addition, any loss (not
already disallowed as provided in the preceding sentence) realized upon a
taxable disposition of shares held for six months or less will be treated as
long-term to the extent of any long-term capital gain distributions received by
the Shareholder with respect to the shares. All or a portion of any loss
realized upon a taxable disposition of Fund shares will be disallowed if other
Fund shares are purchased within 30 days before or after the disposition. In
such a case, the basis of the newly purchased shares will be adjusted to reflect
the disallowed loss.

         Certain investment and hedging activities of the Funds, including
transactions in options, futures contracts, hedging transactions, forward
contracts, straddles, foreign currencies, and foreign securities will be subject
to special tax rules. In a given case, these rules may accelerate income to the
Fund, defer losses to the Fund, cause adjustments in the holding periods of the
Fund's securities, convert short-term capital losses into long-term capital
losses, or otherwise affect the character of the Fund's income. These rules
could therefore affect the amount, timing and character of distributions to
Shareholders and cause differences between a Fund's book income and taxable
income. Income earned as a result of these transactions would, in general, not
be eligible for the dividends-received deduction or for treatment as
exempt-interest dividends when distributed to Shareholders. The Fund will
endeavor to make any available elections pertaining to such transactions in a
manner believed to be in the best interest of the Fund.

         Certain securities purchased by the Funds (such as STRIPS, CUBES, TRS,
TIGRS, and CATS), as defined in the Description of Permitted Investments in the
Funds' Prospectuses, are sold at original issue discount and thus do not make
periodic cash interest payments. Similarly, zero-coupon bonds do not make
periodic interest payments. A Fund will be required to include as part of its
current income for tax purposes the imputed interest on such obligations even
though the Fund has not received any interest payments on such obligations
during that period. Because each Fund distributes substantially all of its net
investment income to its Shareholders (including such imputed interest), the
Fund may have to sell portfolio securities in order to generate the cash
necessary for the required distributions. Such sales may occur at a time when
the Adviser would not have chosen to sell such securities and may result in a
taxable gain or loss.

         A Fund will be required in certain cases to withhold and remit to the
United States Treasury 31% of taxable dividends or of gross proceeds from
redemptions paid to any individual Shareholder who has provided to the Fund
either an incorrect tax identification number or no number at all, or who is
subject to withholding by the Internal Revenue Service for failure properly to
report payments of interest or dividends. This withholding, known as backup
withholding, is not an additional tax, and any amounts withheld may be credited
against the Shareholder's ultimate U.S. tax liability.



                                      B-54
<PAGE>   341


         The foregoing is only a summary of some of the important federal tax
considerations generally affecting purchasers of Shares of a Fund of the Trust.
Further tax information regarding the Tax-Free Funds and the International
Equity Index Fund is included in following sections of this Statement of
Additional Information. No attempt is made to present herein a complete
explanation of the federal income tax treatment of each Fund or its
Shareholders, and this discussion is not intended as a substitute for careful
tax planning. Accordingly, prospective purchasers of Shares of a Fund are urged
to consult their tax advisers with specific reference to their own tax
situation, including the potential application of state, local and (if
applicable) foreign taxes.

         The foregoing discussion and the discussion below regarding the
Tax-Free Funds and the International Equity Index Fund are based on tax laws and
regulations which are in effect on the date of this Statement of Additional
Information; such laws and regulations may be changed by legislative, judicial
or administrative action, and such changes may be retroactive.

ADDITIONAL TAX INFORMATION CONCERNING THE TAX-FREE FUNDS
- --------------------------------------------------------

         The Code permits a regulated investment company which has invested, at
the close of each quarter of its taxable year, at least 50% of its assets in
tax-free Municipal Securities and other securities the interest on which is
exempt from the regular federal income tax to pay exempt-interest dividends to
its Shareholders.

         The policy of each Tax-Free Fund is to distribute each year as
exempt-interest dividends substantially all the Fund's net exempt interest
income. An exempt-interest dividend is any dividend or part thereof (other than
a capital gain dividend) paid by a Tax-Free Fund and designated as an
exempt-interest dividend in a written notice mailed to Shareholders after the
close of the Fund's taxable year, which does not exceed, in the aggregate, the
net interest income from Municipal Securities and other securities the interest
on which is exempt from the regular federal income tax received by the Fund
during the taxable year. The percentage of the total dividends paid for any
taxable year which qualifies as federal exempt-interest dividends will be the
same for all Shareholders receiving dividends from a Tax-Free Fund during such
year, regardless of the period for which the Shares were held.

         Exempt-interest dividends may generally be treated by a Tax-Free Fund's
Shareholders as items of interest excludable from their gross income under
Section 103(a)(1) of the Code. However, each Shareholder of a Tax-Free Fund is
advised to consult his or her tax adviser with respect to whether such
Shareholder may be treated as a "substantial user" or a "related person" to such
user under Section 147(a) with respect to facilities financed through any of the
tax-exempt obligations held by the Fund. "Substantial user" is defined under
U.S. Treasury Regulations to include a non-exempt person who regularly uses a
part of such facilities in his trade or business and (a)(i) whose gross revenues
derived with respect to the facilities financed by the issuance of bonds are
more than 5% of the total revenues derived by all users of such facilities or
(ii) who occupies more than 5% of the usable area of the facility or (b) for
whom such facilities or a part thereof were specifically constructed,
reconstructed or acquired.


                                      B-55
<PAGE>   342


"Related persons" includes certain related natural persons, affiliated
corporations, partners and partnerships.

         Dividends attributable to interest on certain private activity bonds
issued after August 7, 1986 must be included in alternative minimum taxable
income for purposes of determining liability (if any) for the alternative
minimum tax applicable to individuals and the alternative minimum tax applicable
to corporations. In the case of corporations, all tax-exempt interest dividends
will be taken into account in determining adjusted current earnings for the
purpose of computing the alternative minimum tax imposed on corporations (as
defined for federal income tax purposes).

         Each Tax-Free Fund may at times purchase Municipal Securities (or other
securities the interest on which is exempt from the regular federal income tax)
at a discount from the price at which they were originally issued. For federal
income tax purposes, some or all of the market discount will be included in the
Fund's ordinary income and will be taxable to shareholders as such when it is
distributed to them.

         Each Tax-Free Fund may acquire rights regarding specified portfolio
securities under puts. See "Puts." The policy of each Tax-Free Fund is to limit
its acquisition of puts to those under which the Fund will be treated for
federal income tax purposes as the owner of the Municipal Securities acquired
subject to the put and the interest on the Municipal Securities will be
tax-exempt to the Fund. Although the Internal Revenue Service has issued a
published ruling that provides some guidance regarding the tax consequences of
the purchase of puts, there is currently no guidance available from the Internal
Revenue Service that definitively establishes the tax consequences of many of
the types of puts that the Funds could acquire under the 1940 Act. Therefore,
although a Tax-Free Fund will only acquire a put after concluding that it will
have the tax consequences described above, the Internal Revenue Service could
reach a different conclusion from that of the Fund.

         The foregoing is only a summary of some of the important tax
considerations generally affecting purchasers of Shares of a Tax-Free Fund.
Additional tax information concerning all Funds of the Trust is contained in the
immediately preceding section of this Statement of Additional Information. No
attempt is made to present a complete explanation of the federal income tax
treatment of each Tax-Free Fund or its Shareholders, and this discussion is not
intended as a substitute for careful tax planning. Accordingly, prospective
purchasers of Shares of a Tax-Free Fund are urged to consult their tax advisers
with specific reference to their own tax situation, including the potential
application of state, local and foreign taxes.

ADDITIONAL TAX INFORMATION CONCERNING THE INTERNATIONAL EQUITY INDEX FUND
- -------------------------------------------------------------------------

         Transactions of the International Equity Index Fund in foreign
currencies, foreign currency denominated debt securities and certain foreign
currency options, future contracts and forward contracts (and similar
instruments) may result in ordinary income or loss to the Fund


                                      B-56
<PAGE>   343


for federal income tax purposes which will be taxable to the Shareholders as
such when it is distributed to them.

         Gains from foreign currencies (including foreign currency options,
foreign currency futures and foreign currency forward contracts) will constitute
qualifying income for purposes of the 90% test. However, future Treasury
regulations may exclude from qualifying income foreign currency gains not
directly related to the Trust's business of investing in stock or securities
(and may further define those foreign currency transactions that are not
directly related).

         Investment by the International Equity Index Fund in certain "passive
foreign investment companies" could subject the Fund to a U.S. federal income
tax or other charge on proceeds from the sale of its investment in such a
company or other distributions from such a company, which tax cannot be
eliminated by making distributions to International Equity Index Fund
Shareholders. If the International Equity Index Fund elects to treat a passive
foreign investment company as a "qualified electing fund," different rules would
apply, although the International Equity Index Fund does not expect to make such
an election. Rather, the Fund intends to avoid such tax or other charge by
making an election to mark such investments to market annually.

FOREIGN TAX CREDIT
- ------------------

         If more than 50% of the International Equity Index Fund's total assets
at year end consist of the debt and equity securities of foreign corporations,
the Fund intends to elect to permit its Shareholders who are U.S. citizens to
claim a foreign tax credit or deduction on their U.S. income tax returns for
their pro rata share of foreign taxes paid by the Fund. In that case,
Shareholders will be required to include in gross income their pro rata share of
foreign taxes paid by the Fund. Each Shareholder may then claim a foreign tax
credit or a tax deduction that would offset some or all of the increased tax
liability. Generally, a credit for foreign taxes is subject to the limitation
that it may not exceed the Shareholder's U.S. tax attributable to his or her
total foreign source taxable income. For this purpose, the source of the income
to the International Equity Index Fund flows through to the Fund's Shareholders.
Gains to the International Equity Index Fund from the sale of securities
generally will be treated as derived from U.S. sources and certain currency
fluctuation gains, including fluctuation gains from foreign currency denominated
debt securities, receivables and payables, will be treated as ordinary income
derived from U.S. sources. With limited exceptions, the foreign tax credit is
allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals. Because of these limitations, Shareholders may be
unable to claim a credit for the full amount of their proportionate share of the
foreign taxes paid by the International Equity Index Fund.

         The foregoing is only a general description of the treatment of foreign
source income or foreign taxes under the United States federal income tax laws.
Because the availability of a credit or deduction depends on the particular
circumstances of each Shareholder, Shareholders are advised to consult their own
tax advisers.


                                      B-57
<PAGE>   344


                                    VALUATION

VALUATION OF THE MONEY MARKET AND INSTITUTIONAL MONEY MARKET FUNDS
- ------------------------------------------------------------------

         The Money Market and Institutional Money Market Funds have elected to
use the amortized cost method of valuation pursuant to Rule 2a-7 under the 1940
Act. This involves valuing an instrument at its cost initially and thereafter
assuming a constant amortization to maturity of any discounts or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. This method may result in periods during which value, as
determined by amortized cost, is higher or lower than the price each Fund would
receive if it sold the instrument. The value of securities in the Funds can be
expected to vary inversely with changes in prevailing interest rates.

         Pursuant to Rule 2a-7, the Money Market and Institutional Money Market
Funds will maintain a dollar-weighted average portfolio maturity appropriate to
their objective of maintaining a stable net asset value per Share, provided that
no Fund will purchase any security with a remaining maturity of more than 397
days (securities subject to repurchase agreements and certain variable or
floating rate instruments may bear longer maturities) nor maintain a
dollar-weighted, average portfolio maturity which exceeds 90 days. The Trust's
Board of Trustees has also undertaken to establish procedures reasonably
designed, taking into account current market conditions and a Fund's investment
objective, to stabilize the net asset value per Share of the Money Market Funds
for purposes of sales and redemptions at $1.00. These procedures include review
by the Trustees, at such intervals as they deem appropriate, to determine the
extent, if any, to which the net asset value per Share of each Fund calculated
by using available market quotations deviates from $1.00 per Share. In the event
such deviation exceeds one half of one percent, the Rule requires that the Board
promptly consider what action, if any, should be initiated. If the Trustees
believe that the extent of any deviation from a Fund's $1.00 amortized cost
price per Share may result in material dilution or other unfair results to new
or existing investors, they will take such steps as they consider appropriate to
eliminate or reduce to the extent reasonably practicable any such dilution or
unfair results. These steps may include selling portfolio instruments prior to
maturity, shortening the average portfolio maturity, withholding or reducing
dividends, reducing the number of a Fund's outstanding Shares without monetary
consideration, or utilizing a net asset value per Share determined by using
available market quotations.

VALUATION OF THE EQUITY FUNDS, THE BOND FUNDS AND THE MUNICIPAL BOND FUNDS
- --------------------------------------------------------------------------

         Except as noted below, investments of the Asset Allocation Fund, Equity
Funds, Bond Funds, and Municipal Bond Funds of the Trust in securities the
principal market for which is a securities exchange are valued at their market
values based upon the latest available sales price or, absent such a price, by
reference to the latest available bid and asked prices in the principal market
in which such securities are normally traded. Except as noted below, investments
of the International Equity Index Fund in securities the principal market for
which is a securities exchange are valued at the closing mid-market price on
that exchange on the day of computation.


                                      B-58
<PAGE>   345


With regard to each of the above-mentioned Funds, securities the principal
market for which is not a securities exchange are valued at the mean of their
latest bid and ask quotations in such principal market. Securities and other
assets for which quotations either (1) are not readily available or (2) in the
case of the International Equity Index Fund are determined by that Fund's
Adviser or Sub-Adviser to not accurately reflect their value are valued at their
fair value as determined in good faith under consistently applied procedures
established by and under the general supervision of the Trustees of the Trust.
Short-term securities are valued at either amortized cost or original cost plus
accrued interest, which approximates current value. Mutual fund investments of
the Funds of Funds will be valued at the most recently calculated net asset
value.

         The value of a foreign security is determined in its national currency
as of the close of trading on the foreign exchange or other principal market on
which it is traded, which value is then converted into its U.S. dollar
equivalent at the foreign exchange closing mid-market rate reported in the
FINANCIAL TIMES as the closing rate for that date. When an occurrence subsequent
to the time a value of a foreign security was so established is likely to have
changed the value, then the fair value of those securities will be determined by
consideration of other factors by or under the direction of the Trustees of the
Trust or their delegates.

         Securities for which market quotations are readily available will be
valued on the basis of quotations provided by dealers in such securities or
furnished by a pricing service. Securities for which market quotations are not
readily available and other assets will be valued at fair value using methods
determined in good faith by the Investment Adviser under the supervision of the
Trustees and may include yield equivalents or a pricing matrix.

                ADDITIONAL INFORMATION REGARDING THE CALCULATION
                          OF PER SHARE NET ASSET VALUE

         The net asset value of each Fund is determined and its Fiduciary Class,
Class A, Class B and Service Class Shares are priced as of the times specified
in each Fund's Prospectus. The net asset value per Share of each Fund's
Fiduciary Class, Class A, Class B and Service Class Shares is calculated by
determining the value of the respective Class's proportional interest in the
securities and other assets of the Fund, less (i) such Class's proportional
share of general liabilities and (ii) the liabilities allocable only to such
Class, and dividing such amount by the number of Shares of the Class
outstanding. The net asset value of a Fund's Fiduciary Class, Class A, Class B
and Service Class Shares may differ from each other due to the expense of the
Distribution and Shareholders Services Plan fee applicable to a Fund's Class A,
Class B and Service Class Shares.

                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         All of the classes of Shares in each Fund are sold on a continuous 
basis by The One Group Services Company (the "Distributor"), and the
Distributor has agreed to use appropriate efforts to solicit all purchase
orders.
        

                                      B-59
<PAGE>   346


         Fiduciary Class Shares in a Fund may be purchased, through procedures
established by the Distributor, by institutional investors, including affiliates
of BANC ONE CORPORATION and any bank, depository institution, insurance company,
pension plan or other organization authorized to act in fiduciary, advisory,
agency, custodial or similar capacities.

         Class A and Class B Shares may be purchased by any investor that does 
not meet the purchase eligibility criteria, described above, with respect to
Fiduciary Shares. In addition to purchasing Class A and Class B Shares directly
from the Distributor, an investor may purchase Class A and Class B Shares
through a financial institution, such as a bank, savings and loan association,
insurance company (each a "Shareholder Servicing Agent") that has established a
Shareholder servicing agreement with the Distributor, or through a
broker-dealer that has established a dealer agreement with the Distributor.
Questions concerning the eligibility requirements for each class of the Trust's
Shares may be directed to the Distributor at 1-800-480-4111.
        
         Service Class Shares are available only in the Prime Money Market and
U.S. Treasury Securities Money Market Funds. This class of shares is available
to broker-dealers, other financial intermediaries, banks and other depository
institutions requiring special administrative and accounting services (E.G.,
sweep processing).

         As described in each Prospectus for each of the Equity and Bond Funds
and the Funds of Funds, and in the Multiple Class Plan, under certain
circumstances, Class A Shares of a Fund may be purchased free of the sales
charge applicable to such Class A Shares. No sales charge is imposed on Class A
Shares of the Funds: (i) issued through reinvestment of dividends and capital
gains distributions; (ii) acquired through the exercise of exchange privileges
where a comparable sales charge has been paid for exchanged Shares; (iii)
purchased by officers, directors or trustees, retirees and employees (and their
spouses and immediate family members) of the Trust, of BANC ONE CORPORATION and
its subsidiaries and affiliates, of the Distributor and its subsidiaries and
affiliates, or of an investment sub-adviser of a Fund of the Trust and such
sub-adviser's subsidiaries and affiliates; (iv) sold to affiliates of BANC ONE
CORPORATION and certain accounts (other than Individual Retirement Accounts) for
which financial organizations, including any bank, depository institution,
insurance company, pension plan or other organization are authorized to act in
fiduciary, advisory, agency, custodial or similar capacities, or purchased by
investment advisers, financial planners or other intermediaries who have a
dealer arrangement with the Distributor, who place trades for their own accounts
or for the accounts of their clients and who charge a management, consulting or
other fee for their services, as well as clients of such investment advisers,
financial planners or other intermediaries who place trades for their own
accounts if the accounts are linked to the master account of such investment
adviser, financial planner or other intermediary; (v) purchased with proceeds
from the recent redemption of Fiduciary Class Shares of a Fund of the Trust or
acquired in an exchange of Fiduciary Class Shares of a Fund for Class A Shares
of the same Fund; (vi) purchased with proceeds from the recent redemption of
Shares of a mutual Fund


                                      B-60
<PAGE>   347


(other than a Fund of the Trust) for which a sales charge was paid; (vii)
purchased in an Individual Retirement Account with the proceeds of a
distribution from an employee benefit plan, provided that, at the time of
distribution, the employee benefit plan had plan assets invested in a Fund of
the Trust; (viii) purchased with Trust assets; (ix) purchased in accounts as to
which a bank or broker-dealer charges an asset allocation fee, provided the bank
or broker-dealer has an agreement with the Distributor; (x) directly purchased
with the proceeds of a distribution on a bond for which a BANC ONE CORPORATION
affiliate bank or trust company is the Trustee or Paying Agent; or (xi)
purchased in connection with plans of reorganization of a Fund, such as mergers,
asset acquistions and exchange offers to which a Fund is a party.

         An investor relying upon any of the categories of waivers of the sales
charge must qualify for such waiver in advance of the purchase with the
Distributor or the financial institution or intermediary through which Shares
are purchased by the investor.

         The waiver of the sales charge under circumstances (v), (vi), and (vii)
above applies only if the purchase is made within 60 days of the redemption and
if conditions imposed by the Distributor are met. The waiver policy with respect
to the purchase of Shares through the use of proceeds from a recent redemption
or distribution as described in clauses (v), (vi), and (vii) above will not be
continued indefinitely and may be discontinued at any time without notice.
Investors should call the Distributor at 1-800-480-4111 to determine whether
they are eligible to purchase Shares without paying a sales charge through the
use of proceeds from a recent redemption or distribution as described above, and
to confirm continued availability of these waiver policies prior to initiating
the procedures described in clauses (v), (vi), and (vii).

         Fiduciary Class Shareholders of a Fund may exchange their Shares for
Class A Shares of the same Fund or for Class A Shares or Fiduciary Class Shares
of another Fund of the Trust. Class A Shareholders may exchange their Shares for
Fiduciary Class Shares of a Fund or for Fiduciary Class or Class A Shares of
another Fund or the Trust, if the Shareholder is eligible to purchase such
Shares. The exchange privilege may be exercised only in those states
where the Shares of the Fund or such other Fund may be legally sold. All
exchanges discussed herein are made at the net asset value of the exchanged
Shares, except as provided below. The Trust does not impose a charge for
processing exchanges of Shares. If a Shareholder seeks to exchange Class A
Shares of a Fund that does not impose a sales charge for Class A Shares of a
Fund that does, or the Fund being exchanged into has a higher sales charge, the
Shareholder will be required to pay a sales charge in the amount equal to the
difference between the sales charge applicable to the Fund into which the Shares
are being exchanged and any sales charge previously paid for the exchanged
Shares, including any sales charges incurred on any earlier exchanges of the
Shares (unless such sales charge is otherwise waived as provided above). The
exchange of Fiduciary Class Shares for Class A Shares also will require payment
of the sales charge unless the sales charge is waived, as provided above. If a
Shareholder (no longer eligible to purchase Fiduciary Shares) purchases Class A
Shares of a Fund, the Shareholder will be subject to Distribution and
Shareholder Services Plan Fees.



                                      B-61
<PAGE>   348


         Class B Shareholders of a Fund may exchange their Shares for Class B
Shares of any other Fund of the Trust on the basis of the net asset value of the
exchanged Class B Shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
Shares. The newly acquired Class B Shares will be subject to the higher
Contingent Deferred Sales Charge of either the Fund from which the Shares were
exchanged or the Fund into which the Shares were exchanged. With respect to
outstanding Class B Shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the Fund the Shares are
exchanging into or any other Fund from which the Shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B Shares, the
holding period for outstanding Class B Shares of the Fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B Shares. For purposes of calculating the holding period applicable to the newly
acquired Class B Shares, the newly acquired Class B Shares shall be deemed to
have been issued on the date of receipt of the Shareholder's order to purchase
the outstanding Class B Shares of the Fund from which the initial exchange was
made.

         Service Class Shareholders may not exchange their Service Class Shares
for Shares of any other class, nor may Shares of any other class be exchanged
for Service Class Shares.

         Shares of the Institutional Money Market Funds may be purchased by
commercial and retail institutional investors, including affiliates of BANC ONE
CORPORATION, that have opened an account with the Transfer Agent either directly
or through a Shareholder Servicing Agent, by persons whose individual net worth,
or joint net worth with that person's spouse, at the time of his or her purchase
exceeds $1,000,000, or by persons whose individual annual income, or joint
annual income with that person's spouse, at the time of his or her purchase
exceeds $200,000.

         The Trust may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Securities and Exchange Commission, (b) the Exchange is closed for other
than customary weekend and holiday closings, (c) the Securities and Exchange
Commission has by order permitted such suspension, or (d) an emergency exists as
determined by the Securities and Exchange Commission.

         The Trust may redeem Shares involuntarily if redemption appears
appropriate in light of the Trust's responsibilities under the 1940 Act. (See
"Valuation of the Money Market and Institutional Money Market Funds and the
Municipal Money Market Fund" above.)



                                      B-62
<PAGE>   349


                             MANAGEMENT OF THE TRUST

TRUSTEES & OFFICERS
- -------------------

         Overall responsibility for management of the Trust rests with the Board
of Trustees of the Trust, who are elected by the Shareholders of the Trust.
There are currently four Trustees, all of whom are not "interested persons" of
the Trust within the meaning of that term under the 1940 Act. The Trustees, in
turn, elect the officers of the Trust to supervise actively its day-to-day
operations.

         The Trustees of the Trust, their addresses, and principal occupations
during the past five years are set forth below.



                                      B-63
<PAGE>   350


<TABLE>
<CAPTION>
                                        POSITION(S) HELD                      PRINCIPAL OCCUPATION  
NAME AND ADDRESS                        WITH THE TRUST                        DURING PAST 5 YEARS   
- ----------------                        ----------------                      --------------------  

<S>                                     <C>                                   <C>
Peter C. Marshall                       Trustee                               From November, 1993 to present,        
DCI Marketing, Inc.                                                           President, DCI Marketing, Inc.; from   
2727 W. Good Hope Road                                                        1992 to November, 1993, Vice           
Milwaukee, WI  53209                                                          President-Finance and Treasurer, DCI   
                                                                              Marketing, Inc.; from August, 1987 to  
                                                                              1992, has served as an officer in the  
                                                                              corporate finance group of Blunt, Ellis
                                                                              & Loewi and its successor corporation, 
                                                                              Kemper Securities, Inc.                
                                                                              
Charles I. Post                         Trustee                               From July, 1986 to present, has been
7615 4th Avenue                                                               self-employed as a consultant.      
West Bradenton, FL 34209                                                      

John S. Randall                         Trustee                               Since 1972, has been self-employed as a 
3005 North Lake Drive                                                         management consultant.                  
Milwaukee, WI 53211                                                           

Frederick W. Ruebeck                    Trustee                               From June, 1988 to present, has been   
Eli Lilly & Company                                                           Director of Investments, Eli Lilly and 
Lilly Corporate Center                                                        Company.                               
307 East McCarty                                                              
Indianapolis, IN 46285 
</TABLE>

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


         The Trustees of the Trust receive fees and expenses for each meeting of
the Board of Trustees attended. No officer or employee of the Distributor
currently acts as a Trustee of the Trust.

         The Compensation Table below sets forth the estimated total
compensation to the Trustees from the Trust and the operational funds of The One
Group(R) for the Trust's fiscal year ended June 30, 1995.


                              COMPENSATION TABLE(1)



<TABLE>
<CAPTION>
                                                        PENSION OR               ESTIMATED            
                               AGGREGATE                RETIREMENT                 ANNUAL                  TOTAL    
        NAME OF              COMPENSATION            BENEFITS ACCRUED             BENEFITS             COMPENSATION 
        PERSON,                FROM THE              AS PART OF FUND                UPON               FROM THE FUND
       POSITION                  TRUST                   EXPENSES                RETIREMENT              COMPLEX(2) 
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>                      <C>                   <C>    
Peter C.                        $31,750                    N/A                      N/A                   $34,500
Marshall,
Chairman
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      B-64
<PAGE>   351



<TABLE>
<S>                             <C>                        <C>                       <C>                  <C>    
- --------------------------------------------------------------------------------------------------------------------
Charles I. Post,                $31,000                    N/A                       N/A                  $33,750
Trustee
- --------------------------------------------------------------------------------------------------------------------
John S.                         $29,500                    N/A                       N/A                  $32,250
Randall,
Trustee
- --------------------------------------------------------------------------------------------------------------------
Frederick W.                    $30,750                    N/A                       N/A                  $33,500
Ruebeck,
Trustee
- --------------------------------------------------------------------------------------------------------------------

<FN>
1   Figures are for the Trust's fiscal year ended June 30, 1995.

2   "Fund Complex" comprises the 23 operational funds of The One Group(R) as
    well as the 4 funds of The One Group(R)Investment Trust at June 30, 1995.
</TABLE>


    The officers of the Trust receive no compensation directly from the Trust
for performing the duties of their offices. The officers of the Trust, their
addresses, and principal occupations during the past five years are shown below.




                                      B-65
<PAGE>   352


<TABLE>
<CAPTION>
                                    POSITION(S) HELD                       PRINCIPAL OCCUPATION
NAME AND ADDRESS                    WITH THE TRUST                         DURING PAST 5 YEARS
- ----------------                    ----------------                       --------------------
<S>                                 <C>                                    <C>
Mark Dillon                         President                              From 1993 to present, Vice-     
The One Group Services                                                     President of BISYS Fund         
Company                                                                    Services, Inc. and President of 
3435 Stelzer Road                                                          The One Group Services          
Columbus, Ohio  43219                                                      Company; from 1986 to 1993,     
                                                                           Vice-President of  the Winsbury 
                                                                           Company                         
                                                                           
Mark Redman                         Vice President                         From June, 1995 to present,   
BISYS Fund Services                 & Treasurer                            Vice President, The One Group 
3435 Stelzer Road                                                          Services Company; from        
Columbus, Ohio  43219                                                      February 1989 to present,     
                                                                           employee of the Winsbury      
                                                                           Company                       

George O. Martinez                  Secretary                              From March 1995 to present,    
BISYS Fund Services, Inc.                                                  Senior Vice President and      
3435 Stelzer Road                                                          Director of Legal and          
Columbus, OH  43219                                                        Compliance Services, BISYS     
                                                                           Fund Services, Inc.; from June 
                                                                           1989 - March 1995, Vice        
                                                                           President and Associate        
                                                                           General Counsel, Alliance      
                                                                           Capital Management             
                                                                           
Alaina J. Metz                      Assistant Secretary                    From June 1995 to present,       
BISYS Fund Services, Inc.                                                  Chief Administrator,             
3435 Stelzer Road                                                          Administration and Regulatory    
Columbus, Ohio 43219                                                       Services, BISYS Fund Services,   
                                                                           Inc.; from May 1989 - June       
                                                                           1995, Supervisor, Mutual Fund    
                                                                           Legal Department, Alliance       
                                                                           Capital Management.              
</TABLE>


                                      B-66
<PAGE>   353


INVESTMENT ADVISER
- ------------------

         Banc One Investment Advisors Corporation
         ----------------------------------------

         Investment advisory services to each of the Trust's Funds are provided
by Banc One Investment Advisors Corporation (the "Adviser"). The Adviser makes
the investment decisions for the assets of the Fund and continuously reviews,
supervises and administers the Fund's investment program, subject to the
supervision of, and policies established by, the Trustees of the Trust. The
Trust's Shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of any bank affiliate of the Adviser and are
not insured by the FDIC or issued or guaranteed by the U.S. government or any of
its agencies.

         The Adviser is an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, a bank holding company incorporated in the state of Ohio. BANC ONE
CORPORATION has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance, and insurance.
On a consolidated basis, BANC ONE CORPORATION had assets of over $90.5 billion
as of December 31, 1995.

         The Adviser represents a consolidation of the investment advisory
staffs of a number of bank affiliates of BANC ONE CORPORATION, which have
considerable experience in the management of open-end management investment
company portfolios, including The One Group(R) (formerly, the Helmsman Fund)
since 1985.

         Prior to January 11, 1993, investment advisory services were provided
to the Income Equity, Disciplined Value, Growth Opportunities, and Large Company
Value Funds by Bank One, Milwaukee, NA ("Bank One, Milwaukee"). Prior to January
11, 1993, investment advisory services were provided to the Money Market Funds,
the Institutional Money Market Funds, the Bond Funds, and the Intermediate
Tax-Free Bond Fund by Bank One, Indianapolis, NA ("Bank One, Indianapolis").
Prior to January 11, 1993, investment advisory services were provided to the
International Equity Index, Equity Index, and the Ohio Municipal Bond Funds by
Bank One, Columbus, NA ("Bank One, Columbus"). Prior to January 11, 1993,
investment sub-advisory services were also provided to the Large Company Value
Fund by Bank One, Columbus. Prior to January, 1994, investment advisory services
were provided to the predecessor funds of Intermediate Bond Fund and Large
Company Growth Fund, Sun Eagle Intermediate Fixed Income Fund and Sun Eagle
Equity Growth Fund, respectively, by Bank One, Arizona, NA. Prior to January 20,
1995, investment advisory services were provided to the predecessor Fund of the
Kentucky Municipal Bond Fund, the Trademark Kentucky Municipal Bond Fund, by
Liberty National Bank and Trust Company of Kentucky. Prior to January 2, 1996,
investment advisory services were provided to the predecessor Funds of the
Louisiana Municipal Bond Fund, the Value Growth Fund, and the Gulf South Growth
Fund, formerly


                                      B-67
<PAGE>   354


Paragon Louisiana Tax-Free Fund, Paragon Value Growth Fund and Paragon Gulf
South Growth Fund, by Premier Investment Advisers, LLP.

         During the fiscal years ended June 30, 1995, 1994 and 1993, the Funds
of the Trust paid the following investment advisory fees to the Adviser (except
as noted above) and the Adviser voluntarily waived investment advisory fees as
follows:

                         THE ONE GROUP(R) ADVISORY--NET


<TABLE>
<CAPTION>
                                                          FISCAL YEAR ENDED JUNE 30,
- -----------------------------------------------------------------------------------------------------------------------------
                                               1995                         1994                              1993
- -----------------------------------------------------------------------------------------------------------------------------
FUND                                    NET         WAIVED         NET            WAIVED             NET             WAIVED
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>          <C>              <C>              <C>               <C> 
U.S. Treasury Securities
Money Market                        $2,258,214    $1,956,704   $1,605,856       $1,134,557         $886,491              $683
- -----------------------------------------------------------------------------------------------------------------------------
Prime Money Market                  $3,991,856    $2,887,240   $2,660,254       $2,092,557       $2,138,010        $1,287,301
- -----------------------------------------------------------------------------------------------------------------------------
Municipal Money Market                $964,943      $834,690     $618,798         $489,886         $396,701          $264,497
- -----------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Money Market           $163,752      $112,517      $52,130         $103,823               $0           $41,035
- -----------------------------------------------------------------------------------------------------------------------------
Income Equity                       $1,466,342        $7,338   $1,467,442         $107,348         $870,090          $230,842
- -----------------------------------------------------------------------------------------------------------------------------
Disciplined Value                   $3,306,317            $0   $2,365,739         $151,852         $866,513          $255,751
- -----------------------------------------------------------------------------------------------------------------------------
Growth Opportunities                $3,024,214        $6,973   $2,338,599         $141,253         $942,144          $343,790
- -----------------------------------------------------------------------------------------------------------------------------
Equity Index                          $167,195      $396,281     $281,951         $123,050          $98,521          $142,784
- -----------------------------------------------------------------------------------------------------------------------------
Large Company Value                 $1,730,555            $0     $993,450          $85,726         $434,287          $192,015
- -----------------------------------------------------------------------------------------------------------------------------
Asset Allocation                      $214,418       $68,226     $178,798          $84,284          $18,840           $23,037
- -----------------------------------------------------------------------------------------------------------------------------
International Equity Index          $1,036,935            $0     $507,696               $0               $0          $106,033
- -----------------------------------------------------------------------------------------------------------------------------
Large Company Growth (Sun Eagle:
Equity Growth)**                    $2,515,585            $0     $318,079         $226,900               $0          $332,399
- -----------------------------------------------------------------------------------------------------------------------------
Income Bond                         $1,662,030    $1,317,284   $1,774,670       $1,543,297       $1,333,615        $1,266,099
- -----------------------------------------------------------------------------------------------------------------------------
Limited Volatility Bond             $1,155,274    $1,393,194   $1,275,561       $1,428,366       $1,116,416        $1,070,204
- -----------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Free Bond            $499,312      $699,036     $523,644         $599,746         $426,563          $533,401
- -----------------------------------------------------------------------------------------------------------------------------
Municipal Income                      $572,498      $246,244     $365,946         $166,864          $12,541           $35,411
- -----------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Bond                   $299,400      $302,235     $328,834         $314,126         $196,856          $193,288
- -----------------------------------------------------------------------------------------------------------------------------
Government Bond                     $1,251,932       $38,861     $611,976          $21,496          $27,682           $30,024
- -----------------------------------------------------------------------------------------------------------------------------
Ultra Short-Term Income               $277,435      $208,134     $848,254         $299,477          $77,667          $120,712
- -----------------------------------------------------------------------------------------------------------------------------
Intermediate Bond (Sun Eagle:
Intermediate Fixed Income Fund)**     $239,603      $597,220           $0         $353,976               $0          $256,297
- -----------------------------------------------------------------------------------------------------------------------------
Treasury Only Money Market            $181,522       $16,794      $82,477          $53,130               $0           $23,970
- -----------------------------------------------------------------------------------------------------------------------------
Government Money Market               $478,342      $101,302     $129,862         $290,296               $0            $8,817
- -----------------------------------------------------------------------------------------------------------------------------
Kentucky Municipal Bond
(Trademark Kentucky Municipal
Bond)***                               $53,481       $59,433     $263,106****       $8,528****     $215,477*****      $91,761*****
- -----------------------------------------------------------------------------------------------------------------------------
Institutional Prime Money Market           NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Treasury Money Market                      NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market                    NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Arizona Tax-Free Bond                      NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Texas Tax-Free Bond                        NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
W. Virginia Tax-Free Bond                  NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Louisiana Municipal Bond              $992,485+    $198,495+     $808,335+       $202,083+         $668,762+        $181,971+
- -----------------------------------------------------------------------------------------------------------------------------
Value Growth                        $1,281,345+          NA+   $1,154,672+             NA+       $1,010,838+              NA+
- -----------------------------------------------------------------------------------------------------------------------------
Gulf South Growth                     $582,482+          NA+     $523,002+             NA+         $432,924+              NA+
- -----------------------------------------------------------------------------------------------------------------------------
Income Fund                                NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Growth                            NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Growth & Income                   NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Aggressive Growth                 NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Conservative Growth               NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Balanced                          NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
Investor Fixed Income                      NA*           NA*          NA*              NA*              NA*               NA*
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      B-68
<PAGE>   355

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

*        As of June 30, 1995, the Fund had not commenced operations.

**       In the fiscal year ended June 30, 1993, the Adviser was Bank One,
         Arizona, N.A.

***      In the fiscal years ended June 30, 1993 and 1994, and from July 1, 1994
         through January 19, 1995, the Adviser was Liberty National Bank and
         Trust Company of Kentucky.

****     Fees for the period from February 1, 1994 through January 19, 1995.

*****    Fees for the fiscal year ended January 31, 1994.

+        For fiscal years ended November 30, 1994 and 1995, the Adviser was
         Premier Investment Advisors, LLC. For fiscal year ended November 30,
         1993 the Adviser was Premier Advisors, Inc.


                                      B-69
<PAGE>   356


         All investment advisory services are provided to the Funds by the
Adviser pursuant to an investment advisory agreement dated January 11, 1993 (the
"Investment Advisory Agreement"). The Investment Advisory Agreement (and the
Sub-Investment Advisory Agreement described immediately following, collectively,
the "Advisory and Sub-Advisory Agreements") will continue in effect as to a
particular Fund from year to year, if such continuance is approved at least
annually by the Trust's Board of Trustees or by vote of a majority of the
outstanding Shares of such Fund (as defined under "ADDITIONAL
INFORMATION--Miscellaneous" in this Statement of Additional Information), and a
majority of the Trustees who are not parties to the respective investment
advisory agreements or interested persons (as defined in the Investment Company
Act of 1940) of any party to the respective investment advisory agreements by
votes cast in person at a meeting called for such purpose. The Advisory and
Sub-Advisory Agreements were renewed by the Trust's Board of Trustees at their
quarterly meeting on August 17, 1995. The Advisory and Sub-Advisory Agreements
are terminable as to a particular Fund at any time on 60 days' written notice
without penalty by the Trustees, by vote of a majority of the outstanding Shares
of that Fund, or by the Fund's Adviser or Sub-Adviser as the case may be. The
Advisory and Sub-Advisory Agreements also terminate automatically in the event
of any assignment, as defined in the 1940 Act.

         The Advisory and Sub-Advisory Agreements each provide that the
respective Adviser or Sub-Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with the
performance of the respective investment advisory agreements, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Adviser or Sub-Adviser in the
performance of its duties, or from reckless disregard by it of its duties and
obligations thereunder.

         Goldman Sachs Asset Management, formerly the investment Sub-Adviser to
the Ultra Short-Term Income Fund, received $38,737 in sub-advisory fees from the
Adviser for the fiscal year ended June 30, 1993, $417,950 in sub-advisory fees
from the Adviser for the fiscal year ended June 30, 1994, and $176,570 in
sub-advisory fees from the Adviser for the fiscal year ended June 30, 1995.

         Boston International Advisors, Inc.
         -----------------------------------

         Boston International Advisors serves as investment Sub-Adviser to the
International Equity Index Fund pursuant to an agreement with the Adviser dated
January 11, 1993. The principal executive officers of Boston International
Advisors, Inc. ("Boston International"), Messrs. Lyle H. Davis, Norman H. Meltz,
and David A. Umstead, each own more than 25 percent of the outstanding voting
securities of Boston International. Boston International Advisors, Inc. received
$0 in sub-advisory fees from the Adviser for the fiscal year ended June 30,
1993, $113,644 in sub-advisory fees from the Adviser for the fiscal year ended
June 30, 1994 and $161,906 in sub-advisory fees from the Adviser for the fiscal
year ended June 30, 1995.



                                      B-70
<PAGE>   357


GLASS-STEAGALL ACT
- ------------------

         In 1971 the United States Supreme Court held in INVESTMENT COMPANY
INSTITUTE V. CAMP that the federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a Fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its Shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM V.
INVESTMENT COMPANY INSTITUTE that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the BOARD
OF GOVERNORS case, the Supreme Court also stated that if a national bank
complied with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as investment advisers to investment companies, a national bank
performing investment advisory services for an investment company would not
violate the Glass-Steagall Act. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law.

         In the Investment Advisory Agreement with the Trust, the Adviser has
represented to the Trust that it possesses the legal authority to perform the
investment advisory services contemplated by the agreement and described in the
Prospectuses and this Statement of Additional Information without violation of
applicable statutes and regulations. Future changes in either federal or state
statutes and regulations relating to the permissible activities of banks or bank
holding companies and the subsidiaries or affiliates of those entities, as well
as further judicial or administrative decisions or interpretations of present
and future statutes and regulations, could prevent or restrict the Adviser from
continuing to perform such services for the Trust. Depending upon the nature of
any changes in the services which could be provided by the Adviser, the Board of
Trustees of the Trust would review the Trust's relationship with the Adviser and
consider taking all action necessary in the circumstances.

         Should future legislative, judicial, or administrative action prohibit
or restrict the proposed activities of BANC ONE CORPORATION subsidiary banks or
their correspondent banks in connection with customer purchases of Shares of the
Trust, these banks might be required to alter materially or discontinue the
services offered by them to customers. It is not anticipated, however, that any
change in the Trust's method of operations would affect its net asset value per
Share or result in financial losses to any customer.

PORTFOLIO TRANSACTIONS
- ----------------------

         Pursuant to the Advisory and Sub-Advisory Agreements, the respective
Adviser and Sub-Advisers determine, subject to the general supervision of the
Board of Trustees of the Trust and


                                      B-71
<PAGE>   358


in accordance with each Fund's investment objective and restrictions, which
securities are to be purchased and sold by each such Fund and which brokers are
to be eligible to execute its portfolio transactions. Purchases and sales of
portfolio securities with respect to the Money Market Funds, the Bond Funds, the
Funds of Funds and (to a varying degree) the Asset Allocation Fund usually are
principal transactions in which portfolio securities are purchased directly from
the issuer or from an underwriter or market maker for the securities. Purchases
from underwriters of portfolio securities generally include (but not in the case
of mutual fund shares purchased by the Funds of Funds) a commission or
concession paid by the issuer to the underwriter and purchases from dealers
serving as market makers may include the spread between the bid and asked price.
Transactions on stock exchanges (other than certain foreign stock exchanges)
involve the payment of negotiated brokerage commissions. Transactions in the
over-the-counter market are generally principal transactions with dealers. With
respect to the over-the-counter market, the Trust, where possible, will deal
directly with the dealers who make a market in the securities involved except in
those circumstances where better price and execution are available elsewhere.
While the Trust's Advisers generally seek competitive spreads or commissions,
the Trust may not necessarily pay the lowest spread or commission available on
each transaction, for reasons discussed below.

         Allocation of transactions, including their frequency, to various
dealers is determined by each Adviser and Sub-Adviser with respect to the Funds
it serves based on its best judgment and in a manner deemed fair and reasonable
to Shareholders. The primary consideration is prompt execution of orders in an
effective manner at the most favorable price. Subject to this consideration,
dealers who provide supplemental investment research to an Adviser or
Sub-Adviser of the Trust may receive orders for transactions by the Trust.
Information so received is in addition to and not in lieu of services required
to be performed by such Adviser or Sub-Adviser and does not reduce the advisory
fees payable to such Adviser. Such information may be useful to such Adviser or
Sub-Adviser in serving both the Trust and other clients and, conversely,
supplemental information obtained by the placement of business of other clients
may be useful to such Adviser in carrying out its obligations to the Trust.

         The Trust will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with its Advisers or their
affiliates except as may be permitted under the 1940 Act, and will not give
preference to correspondents of BANC ONE CORPORATION subsidiary banks with
respect to such transactions, securities, savings deposits, repurchase
agreements, and reverse repurchase agreements.

         During the Trust's fiscal year ended June 30, 1993, the Trust paid
brokerage commissions to SEI Financial Services Company, the former Distributor
for the Trust, for brokerage services provided. The Income Equity Fund, the
Disciplined Value Fund, the Growth Opportunities Fund, and the Large Company
Growth Fund paid SEI Financial Services Company $16,480, $103,796, $15,502 and
$21,636, respectively, in brokerage commissions during the Trust's fiscal year
ended June 30, 1993. During the Trust's fiscal year ended June 30, 1994, the
Trust paid no brokerage commissions to SEI Financial Services Company for
brokerage services provided.



                                      B-72
<PAGE>   359



         During the Trust's fiscal year ended June 30, 1993, the Trust paid
brokerage commissions to Goldman Sachs Asset Management ("Goldman") for
brokerage services provided. The Asset Allocation Fund, Disciplined Value Fund,
Growth Opportunities Fund and Large Company Value Fund paid $32, $5,889, $2,632
and $1,879 respectively, to Goldman in brokerage commissions.

         During the Trust's fiscal year ended June 30, 1994, the Trust paid
brokerage commissions to Goldman for brokerage services provided. The Asset
Allocation Fund, Disciplined Value Fund, Growth Opportunities Fund and Large
Company Value Fund paid $419, $11,504, $17,688 and $9,208 respectively, to
Goldman in brokerage commissions.

         During the Trust's fiscal year ended June 30, 1995, the Trust paid
brokerage commissions to Goldman for brokerage services provided as follows:

<TABLE>
<CAPTION>
                FUND                   COMMISSIONS PAID
                ----                   ----------------
<S>                                        <C>    
        Income Equity                      $   700
        Disciplined Value                  $81,124
        Growth Opportunities               $47,160
        Large Company Value                $47,640
        Equity Index                       $ 6,741
        Asset Allocation                   $ 6,677
        Ultra Short-Term Income            $   531
        Large Company Growth               $ 3,381
</TABLE>

        During the Trust's fiscal year ended June 30, 1995, the percentage of
the Trust's aggregate brokerage commissions paid to Goldman was 2.98% and the
percentage of the Trust's aggregate dollar amount of transactions involving the
payment of commissions effected through Goldman was .043%.

        In the fiscal years ended June 30, 1995, 1994 and 1993, each of the
Funds of the Trust that paid brokerage commissions and the amounts paid for each
year were as follows:


                                      B-73
<PAGE>   360




<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                      THE ONE GROUP(R)
                                                   BROKERAGE COMMISSIONS
                                                                       FISCAL YEAR ENDED JUNE 30,
- -----------------------------------------------------------------------------------------------------------------------
FUND                                                   1995                          1994                          1993
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                             <C>                           <C>     
Income Equity                                      $102,275                      $129,736                       $96,544
- -----------------------------------------------------------------------------------------------------------------------
Disciplined Value                                $2,572,895                      $615,999                      $883,961
- -----------------------------------------------------------------------------------------------------------------------
Growth Opportunities                             $1,242,481                      $810,546                      $712,330
- -----------------------------------------------------------------------------------------------------------------------
Equity Index                                        $21,858                       $79,617                        $4,550
- -----------------------------------------------------------------------------------------------------------------------
Large Company Value                              $1,783,768                      $539,937                      $297,999
- -----------------------------------------------------------------------------------------------------------------------
Asset Allocation                                    $42,796                       $34,662                       $13,677
- -----------------------------------------------------------------------------------------------------------------------
International Equity                               $223,386                      $120,976                            $0
Index
- -----------------------------------------------------------------------------------------------------------------------
Large Company Growth                               $442,672                      $169,455                       $72,220
- -----------------------------------------------------------------------------------------------------------------------
Ultra Short-Term                                       $531                            $0                            $0
Income
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



         Investment decisions for each Fund of the Trust are made independently
from those for the other Funds or any other investment company or account
managed by the Trust's Adviser or Sub-Advisers. Any such other investment
company or account may also invest in the same securities as the Trust. When a
purchase or sale of the same security is made at substantially the same time on
behalf of a given Fund and another Fund, investment company or account (or, in
the case of the International Equity Index Fund, another account), the
transaction will be averaged as to price, and available investments allocated as
to amount, in a manner which the Adviser or Sub-Adviser of the given Fund
believes to be equitable to the Fund(s) and such other investment company or
account. In some instances, this investment procedure may adversely affect the
price paid or received by a Fund or the size of the position obtained by a Fund.
To the extent permitted by law, the Trust's Adviser and Sub-Advisers may
aggregate the securities to be sold or purchased by it for a Fund with those to
be sold or purchased by it for other Funds or for other investment companies or
accounts in order to obtain best execution. As provided by the Investment
Advisory and Sub-Advisory Agreements, in making investment recommendations for
the Trust, the Trust's Adviser and Sub-Advisers will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
the Trust is a customer of such Adviser or Sub-Advisers or their parents or
subsidiaries or affiliates and, in dealing with its commercial customers, each
Adviser and Sub-Adviser and its parent, subsidiaries, and affiliates will not
inquire or take into consideration whether securities of such customers are held
by the Trust.



                                      B-74
<PAGE>   361


ADMINISTRATOR
- -------------

         The One Group Services Company serves as Administrator (the
"Administrator") to each Fund of the Trust pursuant to a Management and
Administration Agreement with the Trust (the "Administration Agreement"). The
Board of Trustees of the Trust approved The One Group Services Company as the
sole Administrator for each Fund beginning December 1, 1995. The Administrator
assists in supervising all operations of each Fund to which it serves as
Administrator (other than those performed under the respective investment
advisory agreements and Custodian and Transfer Agency Agreements for that Fund).

         Under the Administration Agreement, the Administrator has agreed to
price the portfolio securities of each Fund it serves and to compute the net
asset value and net income of such Funds on a daily basis, to maintain office
facilities for the Trust, to maintain each such Fund's financial accounts and
records, and to furnish the Trust statistical and research data, data
processing, clerical, accounting, and bookkeeping services, and certain other
services required by the Trust with respect to each such Fund. The Administrator
prepares annual and semi-annual reports to the Securities and Exchange
Commission, prepares federal and State tax returns, prepares filings with State
securities commissions, and generally assists in all aspects of the Trust's
operations other than those performed under the investment advisory agreements,
and Custodian and Transfer Agency Agreements. Under the Administration
Agreement, the Administrator may delegate all or any part of its
responsibilities thereunder.

         The Adviser also serves as Sub-Administrator to each Fund of the Trust,
pursuant to an agreement between the Administrator and the Adviser. Pursuant to
this agreement, the Adviser performs many of the Administrator's duties, for
which the Adviser receives a fee paid by the Administrator.

         The Trust paid fees for administrative services to 440 Financial and to
SEI Financial Management, previous Administrators of the Trust, to The Winsbury
Company, the prior Administrator to the predecessor funds of the Large Company
Growth and Intermediate Bond Funds, and to Federated Administrative Services,
the prior Administrator to the predecessor Fund of the Kentucky Municipal Bond
Fund, for the fiscal years ended June 30, 1995, 1994 and 1993 as follows:


                                      B-75
<PAGE>   362


                                                  THE ONE GROUP(R)
                                                  ADMINISTRATOR--NET


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                          FISCAL YEAR ENDED JUNE 30, 1995
- ----------------------------------------------------------------------------------------------------------------
FUND                                         440                       ADVISER**               FEDERATED
- ----------------------------------------------------------------------------------------------------------------
                                       net         waived          net       waived         net         waived
- ----------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>           <C>           <C>    <C>               <C>
U.S. Treasury Securities
Money Market                       $1,731,370      $122,233      $176,604      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Prime Money Market                 $2,897,503      $111,313      $304,170      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Municipal Money Market               $699,142       $92,641       $75,012      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Ohio Municipal Money Market           $82,050       $61,415       $11,806      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Income Equity                        $308,619            $0       $27,163      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Disciplined Value                    $687,537            $0       $65,713      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Growth Opportunities                 $631,524            $0       $59,053      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Equity Index                          $90,704      $195,567       $30,329      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Large Company Value                  $317,839       $27,527       $48,604      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Asset Allocation                      $62,570        $4,439        $6,304      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
International Equity Index           $285,929            $0       $31,831      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Large Company Growth                 $495,980            $0       $76,459      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Income Bond                          $763,202        $6,504       $67,577      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Limited Volatility Bond              $653,915        $2,136       $60,084      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Intermediate Tax-Free Bond           $305,651            $0       $31,017      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Municipal Income                     $198,808       $79,249       $28,635      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Ohio Municipal Bond                  $124,734       $32,085       $13,946      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Government Bond                      $414,276       $14,952       $53,984      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Ultra Short-Term Income               $68,313       $72,059        $8,546      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Intermediate Bond                    $208,925            $0       $26,063      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Treasury Only Money Market            $86,438            $0       $33,470      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Government Money Market              $273,911       $23,414       $88,367      $0           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Kentucky Municipal Bond               $24,352***     $1,554***     $6,155***   $0***   $77,852****        $0****
- ----------------------------------------------------------------------------------------------------------------
Institutional Prime Money Market          NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Treasury Money Market                     NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market                   NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Arizona Tax-Free Bond                     NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Texas Tax-Free Bond                       NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
W. Virginia Tax-Free Bond                 NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Louisiana Municipal Bond             $297,746+      $99,248+          NA       NA           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Value Growth                         $295,695+          NA+           NA       NA           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Gulf South Growth                    $134,419+          NA+           NA       NA           NA            NA
- ----------------------------------------------------------------------------------------------------------------
Income                                    NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Growth                           NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Growth & Income                  NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Aggressive Growth                NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Conservative Growth              NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Balanced                         NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
Investor Fixed Income                     NA*           NA*           NA*      NA*          NA            NA
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


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

*       As of June 30, 1995, the Fund had not commenced operations.

**      These are fees paid by 440 to the Adviser pursuant to the
        Sub-Administration Agreement for the period from April 1, 1995 through
        June 30, 1995.

***     These fees are paid from January 20, 1995 through June 30, 1995.


                                      B-76
<PAGE>   363


****     These fees are paid from February 1, 1994 through January 19, 1995.

+        These fees were paid for fiscal year ended November 30, 1995 to Goldman
         Sachs Asset Management, the Funds' prior administrator.


                                      B-77
<PAGE>   364


                                THE ONE GROUP(R)
                               ADMINISTRATOR--NET

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                           FISCAL YEAR ENDED JUNE 30, 1994
- -----------------------------------------------------------------------------------------------------------------------
FUND                                 440                     SEI                    WINSBURY             FEDERATED
- -----------------------------------------------------------------------------------------------------------------------
                                net       waived       net       waived          *net     waived       net       waived
- -----------------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>         <C>        <C>           <C>         <C>       <C>       <C>
U.S. Treasury Securities     $784,527    $145,627    $291,772   $120,358           NA        NA         NA         NA
Money Market
- -----------------------------------------------------------------------------------------------------------------------
Prime Money Market         $1,198,953    $259,937    $586,109   $267,864           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Municipal Money Market       $297,555     $62,779    $114,253    $61,144           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Ohio Municipal Money          $41,436     $21,037      $6,987    $19,013           NA        NA         NA         NA
Market
- -----------------------------------------------------------------------------------------------------------------------
Income Equity                $218,261      $8,246    $115,876    $21,790           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Disciplined Value            $389,399      $5,841    $157,726    $30,050           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Growth Opportunities         $363,523      $8,369    $168,296    $30,159           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Equity Index                 $139,191     $13,656     $40,299    $36,379           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Large Company Value          $150,681      $1,293     $79,477    $16,782           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Asset Allocation              $35,653      $8,115      $9,104    $16,053           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
International
Equity Index                 $116,426        $476     $39,564         $0           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Large Company Growth          $73,974        $901          NA         NA      $44,593        $0         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Income Bond                  $497,328     $65,405    $234,878   $143,075           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Limited Volatility
Bond                         $403,410     $59,568    $199,661   $107,428           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Intermediate
Tax-Free Bond                $169,440     $19,827     $73,417    $55,558           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Municipal Income             $129,864     $14,224     $39,346    $18,232           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Ohio Municipal Bond           $97,895     $14,926     $43,502    $26,271           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Government Bond              $168,602      $6,771     $59,555     $6,230           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Ultra Short-Term Income      $195,828     $15,187    $115,709    $29,093           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Intermediate Bond             $55,677     $19,323          NA         NA      $48,000        $0         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Treasury Only
Money Market                  $33,500     $35,403          $0    $18,868           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Government
Money Market                 $164,560     $92,943      $2,467    $78,512           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Institutional
Prime Money Market                 NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Treasury
Money Market                       NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Tax-Exempt
Money Market                       NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Arizona Tax-Free
Bond                               NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Kentucky
Municipal Bond                     NA*         NA*         NA*        NA*          NA        NA    $62,930**       $0**
- -----------------------------------------------------------------------------------------------------------------------
Texas Tax-Free
Bond                               NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
W. Virginia
Tax-Free Bond                      NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Louisiana
Municipal Bond               $202,083+   $101,042+         NA         NA           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Value Growth                 $266,463+         NA+         NA         NA           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Gulf South Growth            $120,693+         NA+         NA         NA           NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Income                             NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
Investor Growth                    NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
Investor Growth &
Income                             NA*         NA*         NA*        NA*          NA        NA         NA         NA
- -----------------------------------------------------------------------------------------------------------------------
Investor Aggressive
Growth                             NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
Investor Conservative
Growth                             NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
Investor Balanced                  NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
Investor Fixed Income              NA*         NA*         NA*        NA*          NA        NA         NA         NA 
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      B-78
<PAGE>   365
[FN]
- --------

*        As of June 30, 1994, the Fund had not commenced operations.

**       For the fiscal year ended January 31, 1994.

         These fees were paid for fiscal year ended November 30, 1994 to Goldman
         Sachs Asset Management, the Funds' prior administrator.


                                      B-79
<PAGE>   366


                                THE ONE GROUP(R)
                               ADMINISTRATOR--NET


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                   Fiscal Year Ended June 30,
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                             1993
- ----------------------------------------------------------------------------------------------------------------------------------
FUND                                                        SEI                                WINSBURY                Federated
- ----------------------------------------------------------------------------------------------------------------------------------
                                                 net                   waived              net         waived        net     waived
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                     <C>            <C>           <C>            <C>       <C>
U.S. Treasury Securities Money Market          $  530,939              $276,000              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Prime Money Market                             $1,345,450              $416,441              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Municipal Money Market                           $226,649              $113,780              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Money Market                            $0               $24,000              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Income Equity                                    $244,061               $23,467              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Disciplined Value                                $244,003               $28,527              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Growth Opportunities                             $265,386               $46,986              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Equity Index                                      $61,060               $83,605              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Large Company Value                              $122,106               $29,884              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Asset Allocation                                   $6,143                $5,137              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
International Equity Index                             $0               $26,832              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Large Company Growth 
(Sun Eagle: Equity Growth)                             NA                    NA         $55,972     $10,508           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Income Bond                                      $572,013              $208,000              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Limited Volatility Bond                          $474,782              $180,931              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Free Bond                       $173,876              $114,189              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Municipal Income                                   $4,800               $14,033              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Bond                               $58,491               $58,348              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Government Bond                                    $6,860               $15,869              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Ultra Short-Term Income                           $23,341               $40,563              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Intermediate Bond (Sun Eagle:
Intermediate Fixed Income)                             NA                    NA         $57,631     $10,715           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Treasury Only Money Market                             $0               $15,000              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Government Money Market                                $0                $5,511              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Institutional Prime Money Market                      NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Treasury Money Market                                 NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market                               NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Arizona Tax-Free Bond                                 NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Kentucky Municipal Bond                               NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Texas Tax-Free Bond                                   NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
W. Virginia Tax-Free Bond                             NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Louisiana Municipal Bond                        $170,115+              $55,105+              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Value Growth                                    $233,270+                   NA+              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Gulf South Growth                               $120,693+                   NA+              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Income                                                NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Growth                                       NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Growth & Income                              NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Aggressive Growth                            NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Conservative Growth                          NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Balanced                                     NA*                   NA*              NA          NA           NA        NA
- ----------------------------------------------------------------------------------------------------------------------------------
Investor Fixed Income                                 NA*                   NA*              NA          NA           NA        NA 
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      B-80
<PAGE>   367
[FN]
- --------------------

*        As of June 30, 1993, the Fund had not commenced operations.

+        These fees were paid for fiscal year ended November 30, 1993 to Goldman
         Sachs Asset Management, the Funds' prior administrator.


                                      B-81
<PAGE>   368


         Unless sooner terminated, the Administration Agreement between the
Trust and The One Group Services Company will continue in effect through
November 30, 1996. The Administration Agreement thereafter shall be renewed
automatically for successive one year terms, unless written notice not to renew
is given by the non-renewing party to the other party at least sixty days prior
to the expiration of the then-current term. The Administration Agreement will be
reviewed and ratified at least annually by the Trust's Board of Trustees,
provided that the Administration Agreement is also reviewed and ratified by the
majority of the Trust's Trustees who are not parties to the Administration
Agreement or interested persons (as defined in the 1940 Act) of any party to the
Administration Agreement, by vote cast in person at a meeting called for the
purpose of reviewing and ratifying the Administration Agreement. The
Administration Agreement is terminable with respect to a particular Trust only
upon mutual agreement of the parties to the Administration Agreement and for
cause (as defined in the Administration Agreement) by the party alleging cause,
on not less than sixty days' notice by the Trust's Board of Trustees or by The
One Group Services Company.

         The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
the Trust in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith, or
negligence in the performance of its duties, or from the reckless disregard by
it of its obligations and duties thereunder.

EXPENSES
- --------

         If total expenses borne by any one of the Funds in any fiscal year
exceed expense limitations imposed by applicable State securities regulations,
the Fund's Adviser and the Administrator will reimburse that Fund by the amount
of such excess in proportion to their respective fees. As of the date of this
Prospectus, under the most restrictive State expense limitation applicable to
the Trust, the annual expenses of the Trust may not exceed the total of two and
one-half percent (2.5%) of the first thirty million dollars ($30,000,000) of the
Trust's average net assets, plus two percent (2.0%) of the next seventy million
dollars ($70,000,000) of the Trust's average net assets, plus one and one-half
percent (1.5%) of the remaining amount of the Trust's average net assets. Any
expense reimbursements will be estimated daily and reconciled and paid on a
monthly basis. Fees charged to customers by certain entities in connection with
investments in a Fund on a customer's behalf are not included within Fund
expenses for purposes of any such expense limitation.

DISTRIBUTOR
- -----------

         The One Group Services Company serves as Distributor to each Fund of
the Trust pursuant to its Distribution Agreement with the Trust (the
"Distribution Agreement"). The Board of Trustees of the Trust approved The One
Group Services Company as the sole Distributor beginning November 1, 1995.
Unless otherwise terminated, the Distribution Agreement will continue in effect
until November 30, 1996 and will continue from year to year if approved at least
annually (i) by the Trust's Board of Trustees or by the vote of a majority


                                      B-82
<PAGE>   369


of the outstanding Shares of the Funds (see "ADDITIONAL INFORMATION--
Miscellaneous," in this Statement of Additional Information) that are parties to
the Distribution Agreement, and (ii) by the vote of a majority of the Trustees
of the Trust who are not parties to the Distribution Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The agreement may be terminated in the event of its
assignment, as defined in the 1940 Act. The One Group Services Company is a
broker-dealer registered with the Securities and Exchange Commission, and is a
member of the National Association of Securities Dealers, Inc.

DISTRIBUTION PLAN
- -----------------

         The operation and fees with respect to Class A Shares, Class B Shares,
and Service Class Shares of the Trust payable under the Trust's Distribution and
Shareholder Services Plans, to which Class A Shares, Class B Shares, and Service
Class Shares of each Fund of the Trust are subject, are described in each such
Fund's Prospectuses and in the Multiple Class Plan.

         The Distribution and Shareholder Services Plan with respect to Class A
Shares (the "Distribution Plan") was initially approved on July 28, 1989 by the
Trust's Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the Distribution Plan (the "Independent
Trustees"). The Distribution Plan originally applied to the single class of
Shares of each Fund of the Trust that existed prior to the offering of the
Funds' Shares as four separate classes. An amendment to the Distribution Plan
was approved by the Independent Trustees on October 21, 1991, and became
effective on February 7, 1992. Such amendment limited fees under the
Distribution Plan only to the Class A Shares of each Fund. The Distribution Plan
was amended again on February 11, 1993 in order to make Retirement Class Shares
(now the Service Class Shares) subject to distribution fees. The Distribution
Plan was further amended on February 29, 1996, to eliminate certain "defensive"
provisions of the Distribution Plan. A Distribution and Shareholder Services
Plan (the "Class B Distribution Plan") for Class B Shares was initially approved
on August 12, 1993 by the Independent Trustees. The Class B Distribution Plan
was re-executed on December 13, 1995. Prior to February 7, 1992, distribution
fees were waived with respect to every Fund of the Trust except the U.S.
Treasury Securities Money Market Fund and the Prime Money Market Fund.

         During the fiscal year ending June 30, 1995, the distribution fees paid
by the Class A, Class B and Service Class Shares (formerly Retirement Class
Shares) of the Trust to 440 Financial Distributors, the previous Distributor to
the Trust and to Federated Administrative Services, the distributor to the
predecessor Fund of the Kentucky Municipal Bond Fund, the Trademark Kentucky
Municipal Bond Fund, were as follows:



                                      B-83
<PAGE>   370


                                THE ONE GROUP(R)
         DISTRIBUTION FEES PAID FOR THE FISCAL YEAR ENDED JUNE 30, 1995


<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                                SERVICE
FUND                                                    DISTRIBUTOR                   CLASS A    CLASS B         CLASS
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                          <C>         <C>            <C>
U.S. Treasury Securities Money Market                    440 FINL:                    $165,554         NA             $0
- ------------------------------------------------------------------------------------------------------------------------
Prime Money Market                                       440 FINL:                    $308,616         NA         $1,945
- ------------------------------------------------------------------------------------------------------------------------
Municipal Money Market                                   440 FINL:                    $114,203         NA             NA
- ------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Money Market                              440 FINL:                     $92,912         NA             NA
- ------------------------------------------------------------------------------------------------------------------------
Income Equity                                            440 FINL:                     $30,869    $23,390             NA
- ------------------------------------------------------------------------------------------------------------------------
Disciplined Value                                        440 FINL:                     $28,652    $86,002             NA
- ------------------------------------------------------------------------------------------------------------------------
Growth Opportunities                                     440 FINL:                     $22,185    $18,133             NA
- ------------------------------------------------------------------------------------------------------------------------
Equity Index                                             440 FINL:                      $4,497     $5,409             NA
- ------------------------------------------------------------------------------------------------------------------------
Large Company Value                                      440 FINL:                      $3,830     $4,118             NA
- ------------------------------------------------------------------------------------------------------------------------
Asset Allocation                                         440 FINL:                      $6,814    $25,292             NA
- ------------------------------------------------------------------------------------------------------------------------
International Equity Index                               440 FINL:                      $7,942    $30,893             NA
- ------------------------------------------------------------------------------------------------------------------------
Large Company Growth                                     440 FINL:                     $22,628    $23,053             NA
- ------------------------------------------------------------------------------------------------------------------------
Income Bond                                              440 FINL:                     $12,910    $10,601             NA
- ------------------------------------------------------------------------------------------------------------------------
Limited Volatility Bond                                  440 FINL:                     $33,826    $17,985             NA
- ------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Free Bond                               440 FINL:                     $12,639     $7,500             NA
- ------------------------------------------------------------------------------------------------------------------------
Municipal Income                                         440 FINL:                     $25,788    $60,312             NA
- ------------------------------------------------------------------------------------------------------------------------
Ohio Municipal Bond                                      440 FINL:                     $32,350    $23,036             NA
- ------------------------------------------------------------------------------------------------------------------------
Government Bond                                          440 FINL:                      $9,731    $11,816             NA
- ------------------------------------------------------------------------------------------------------------------------
Ultra Short-Term Income                                  440 FINL:                     $30,219       $774             NA
- ------------------------------------------------------------------------------------------------------------------------
Intermediate Bond*                                       440 FINL:                      $5,122       $192             NA
- ------------------------------------------------------------------------------------------------------------------------
Treasury Only Money Market                               440 FINL:                          $0         $0             NA
- ------------------------------------------------------------------------------------------------------------------------
Government Money Market                                  440 FINL:                          $0         $0             NA
- ------------------------------------------------------------------------------------------------------------------------
Kentucky Municipal Bond                                  Federated:****                     $0         $0
                                                         440 FINL:**                   $10,217        $90             NA
- ------------------------------------------------------------------------------------------------------------------------
Treasury Money Market                                    440 FINL:                       NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market                                  440 FINL:                       NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
Arizona Tax-Free Bond                                    440 FINL:                       NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
Texas Tax-Free Bond                                      440 FINL:                       NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
W. Virginia Tax-Free Bond                                440 FINL:                       NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
Louisiana Municipal Bond                                 Goldman                           $0+    $7,742+            NA+
- ------------------------------------------------------------------------------------------------------------------------
Value Growth                                             Goldman                           $0+   $11,503+            NA+
- ------------------------------------------------------------------------------------------------------------------------
Gulf South Growth                                        Goldman                           $0+    $7,762+            NA+
- ------------------------------------------------------------------------------------------------------------------------
Income                                                   One Group Ser.                  NA***      NA***          NA***
- ------------------------------------------------------------------------------------------------------------------------
Investor Growth                                          NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
Investor Growth & Income                                 NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
Investor Aggressive Growth                               NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
Investor Conservative Growth                             NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
Investor Balanced                                        NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
Investor Fixed Income                                    NA*                               NA*        NA*            NA*
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      B-84
<PAGE>   371

- ----------

*        These are fees paid from November 30, 1994 through June 30, 1995.

**       These are fees paid from January 20, 1995 through June 30, 1995.

***      As of June 30, 1995, the Fund had not commenced operations.

****     These are fees paid from February 1, 1994 through January 19, 1995.

+        These fees were paid to Goldman, Sachs & Co. for the fiscal year ended
         November 30, 1995.


                                      B-85
<PAGE>   372



         In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan
and Class B Distribution Plan may be terminated with respect to the Class A
Shares, Class B Shares or Service Class Shares of any Fund by a vote of a
majority of the Independent Trustees, or by a vote of a majority of the
outstanding Class A Shares, Class B Shares or Service Class Shares,
respectively, of that Fund. The Distribution Plan and Class B Distribution Plan
may be amended by vote of the Trust's Board of Trustees, including a majority of
the Independent Trustees, cast in person at a meeting called for such purpose,
except that any change in the Distribution Plan or Class B Distribution Plan
that would materially increase the distribution fee with respect to the Class A
Shares, Class B Shares or Service Class Shares of a Fund requires the approval
of that Fund's Class A, Class B or Service Class Shareholders, respectively. The
Trust's Board of Trustees will review on a quarterly and annual basis written
reports of the amounts received and expended under the Distribution Plan
(including amounts expended by the Distributor to Participating Organizations
pursuant to the Servicing Agreements entered into under the Distribution Plan)
indicating the purposes for which such expenditures were made.

CUSTODIAN AND TRANSFER AGENT
- ----------------------------

         Cash and securities owned by the Funds of the Trust are held by State
Street Bank and Trust Company ("State Street") as Custodian. State Street serves
the respective Funds as Custodian pursuant to a Custodian Agreement with the
Trust (the "Custodian Agreement"). Under the Custodian Agreement, State Street
(i) maintains a separate account or accounts in the name of each Fund; (ii)
makes receipts and disbursements of money on behalf of each Fund; (iii) collects
and receives all income and other payments and distributions on account of the
Funds' portfolio securities; (iv) responds to correspondence from security
brokers and others relating to its duties; and (v) makes periodic reports to the
Trust's Board of Trustees concerning the Trust's operations. State Street may,
at its own expense, open and maintain a sub-custody account or accounts on
behalf of the Trust, provided that State Street shall remain liable for the
performance of all of its duties under the Custodian Agreement.

         Bank One Trust Company, N.A. serves as Sub-Custodian in connection with
the Trust's securities lending activities, pursuant to an agreement between
State Street and Bank One Trust Company. Bank One Trust Company receives a fee
paid by the Trust.

         Rules adopted under the 1940 Act permit the Trust to maintain its
securities and cash in the custody of certain eligible banks and securities
depositories. The Trust intends to select foreign custodians or sub-custodians
to maintain foreign securities of the International Equity Index Fund pursuant
to such rules, following a consideration of a number of factors, including, but
not limited to, the reliability and financial stability of the institution; the
ability of the institution to perform custodial services for the Trust; the
reputation of the institution in its national market; the political and economic
stability of the country in which the institution is located; and the risks of
potential nationalization or expropriation of Trust assets. In addition, the
1940 Act requires that foreign bank sub-custodians, among other things have


                                      B-86
<PAGE>   373


Shareholder equity in excess of $200 million, have no lien on the Trust's assets
and maintain adequate and accessible records.

         State Street Bank & Trust ("State Street") serves as Transfer Agent and
Dividend Disbursing Agent for each Fund pursuant to Transfer Agency Agreements
with the Trust (the "Transfer Agency Agreement"). Under the Transfer Agency
Agreements, State Street has agreed (i) to issue and redeem Shares of the Trust;
(ii) to address and mail all communications by the Trust to its Shareholders,
including reports to Shareholders, dividend and distribution notices, and proxy
material for its meetings of Shareholders; (iii) to respond to correspondence or
inquiries by Shareholders and others relating to its duties; (iv) to maintain
Shareholder accounts and certain sub-accounts; and (v) to make periodic reports
to the Trust's Board of Trustees concerning the Trust's operations.

EXPERTS
- -------

         The financial statements of the Trust for the fiscal year ended June
30, 1995 appearing in this Statement of Additional Information have been audited
by Coopers & Lybrand L.L.P., independent accountants, as set forth in their
reports appearing elsewhere herein, and are included in reliance upon such
reports and on the authority of such firm as experts in auditing and accounting.

         The financial statements for the predecessor funds of the Intermediate
Bond Fund and Large Company Growth Fund, Sun Eagle Intermediate Fixed Income
Fund and Sun Eagle Equity Growth Fund, respectively, for the fiscal year ended
June 30, 1993 and for the period from February 28, 1992 (commencement of
operations of each Fund) to June 30, 1992 appearing in this Statement of
Additional Information have been audited by KPMG Peat Marwick LLP, independent
accountants, and are included in reliance upon the authority of such firm as
experts in auditing and accounting.

         The financial statements for the predecessor Fund of the Kentucky
Municipal Bond Fund, the Trademark Kentucky Municipal Bond Fund, for the period
from February 1, 1994 to January 19, 1995, and for the period from March 12,
1993 (commencement of operations) to January 31, 1994 appearing in this
Statement of Additional Information have been audited by KPMG Peat Marwick LLP,
independent accountants, and are included in reliance upon the authority of such
firm as experts in auditing and accounting.

         The financial statements for the predecessor funds of the Louisiana
Municipal Bond Fund, the Value Growth Fund, and the Gulf South Growth Fund, the
Paragon Louisiana Tax-Free Fund, the Paragon Value Growth Fund and the Paragon
Gulf South Growth Fund, for the fiscal year ended November 30, 1995 appearing in
this Statement of Additional Information have been audited by Price Waterhouse
LLP, independent accountants, and are included in reliance upon such reports and
on the authority of such firm as experts in auditing and accounting.



                                      B-87
<PAGE>   374


         The law firm of Ropes & Gray, One Franklin Square, 1301 K Street, N.W.,
Suite 800 East, Washington, D.C. 20005 are counsel to the Trust. From time to
time, Ropes & Gray have rendered legal services to Bank One, Milwaukee and Bank
One, Wisconsin Trust Company, NA.


                             ADDITIONAL INFORMATION

DESCRIPTION OF SHARES
- ---------------------

         The Trust is a Massachusetts Business Trust. The Trust's Declaration of
Trust was filed with the Secretary of State of the Commonwealth of Massachusetts
on May 23, 1985 and authorizes the Board of Trustees to issue an unlimited
number of Shares, which are units of beneficial interest, without par value. The
Trust's Declaration of Trust authorizes the Board of Trustees to establish one
or more series of Shares of the Trust, and to classify or reclassify any series
into one or more classes by setting or changing in any one or more respects the
preferences, designations, conversion, or other rights, restrictions, or
limitations as to dividends, conditions of redemption, qualifications, or other
terms applicable to the Shares of such class, subject to those matters expressly
provided for in the Declaration of Trust, as amended, with respect to the Shares
of each series of the Trust. The Trust presently includes 39 series of Shares,
which represent interests in the Prime Money Market Fund, the U.S. Treasury 
Securities Money Market Fund, the Municipal Money Market Fund, the Ohio
Municipal Money Market Fund, the Income Equity Fund, the Disciplined Value Fund,
the Growth Opportunities Fund, the Value Growth Fund, the Gulf South Growth
Fund, the Large Company Value Fund, the Large Company Growth Fund, the
International Equity Index Fund, the Equity Index Fund, the Asset Allocation
Fund, the Income Bond Fund, the Limited Volatility Bond Fund, the Intermediate
Bond Fund, the Government Bond Fund, the Ultra Short-Term Income Fund, the
Income Fund, the Investor Growth Fund, the Investor Growth & Income Fund, the
Investor Aggressive Growth Fund, the Investor Fixed Income Fund, the Investor
Conservative Growth Fund, the Investor Balanced Fund, the Municipal Income Fund,
the Intermediate Tax-Free Bond Fund, the Ohio Municipal Bond Fund, the Texas
Tax-Free Bond Fund, the West Virginia Tax-Free Bond Fund, the Kentucky Municipal
Bond Fund, the Louisiana Municipal Bond Fund, the Arizona Tax-Free Bond Fund,
the Treasury Money Market Fund, the Treasury Only Money Market Fund, the
Government Money Market Fund, the Tax Exempt Money Market Fund and the
Institutional Prime Money Market Fund. The Funds of the Trust (other than the
Institutional Money Market Funds, the U.S. Treasury Securities Money Market Fund
and the Prime Money Market Fund) offer Shares in three separate classes:
Fiduciary Shares, Class A Shares and Class B Shares. The U.S. Treasury
Securities Money Market Fund and the Prime Money Market Fund offer Fiduciary
Shares, Class A Shares and Service Class Shares. See the relevant Prospectus for
those Funds for more details.



                                      B-88
<PAGE>   375


         Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board may grant in its discretion. When
issued for payment as described in the Prospectus and this Statement of
Additional Information, the Trust's Shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Trust,
Shares of a Fund are entitled to receive the assets available for distribution
belonging to the Fund, and a proportionate distribution, based upon the relative
asset values of the respective Funds, of any general assets not belonging to any
particular Fund which are available for distribution.

         Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Trust shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,
the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by Shareholders of the Trust voting without regard to
series.

         Class A Shares, Class B Shares and Service Class Shares of a Fund have
exclusive voting rights with respect to matters pertaining to the Fund's
Distribution Plan.

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

         Under Massachusetts law, holders of units of beneficial interest in a
business trust may, under certain circumstances, be held personally liable as
partners for the obligations of the trust. However, the Trust's Declaration of
Trust provides that Shareholders shall not be subject to any personal liability
for the obligations of the Trust, and that every written agreement, obligation,
instrument, or undertaking made by the Trust shall contain a provision to the
effect that the Shareholders are not personally liable thereunder. The
Declaration of Trust provides for indemnification out of the trust property of
any Shareholder held personally liable solely by reason of his being or having
been a Shareholder. The Declaration of Trust also provides that the Trust shall,
upon request, assume the defense of any claim made against any Shareholder for
any act or obligation of the Trust, and shall satisfy any judgment thereon.
Thus, the risk of a Shareholder incurring financial loss on account of
Shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations.

         The Declaration of Trust states further that no Trustee, officer, or
agent of the Trust shall be personally liable in connection with the
administration or preservation of the assets


                                      B-89
<PAGE>   376


of the trust or the conduct of the Trust's business; nor shall any Trustee,
officer, or agent be personally liable to any person for any action or failure
to act except for his own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his duties. The Declaration of Trust also provides that
all persons having any claim against the Trustees or the Trust shall look solely
to the assets of the trust for payment.

CALCULATION OF PERFORMANCE DATA
- -------------------------------

         Each Money Market Fund and the Treasury Only and Government Money
Market Funds' yield was computed with respect to each class of Shares by
determining the percentage net change, excluding capital changes, in the value
of an investment in one Share of the particular class of the Fund over the base
period, and multiplying the net change by 365/7 (or approximately 52 weeks). The
effective yield of each class of each Fund represents a compounding of the yield
by adding 1 to the number representing the percentage change in value of the
investment during the base period, raising that sum to a power equal to 365/7,
and subtracting 1 from the result. No performance data is available with respect
to the Tax Exempt Money Market, Treasury Money Market and Institutional Prime
Money Market Funds because those Funds had not commenced operations as of June
30, 1995.

         The tax equivalent yields for the classes of the Municipal Money
Market, Ohio Municipal Money Market, and Tax Exempt Money Market Funds are
computed by dividing that portion of the Fund's yield (with respect to a
particular class) which is tax-exempt by 1 minus a stated income tax rate and
adding the product to that portion, if any, of the yield of the Fund (with
respect to a particular class) that is not tax-exempt. The tax equivalent yields
for the classes of the Municipal Money Market Fund contained in the preceding
paragraph were computed based on an assumed effective federal income tax rate of
39.6%. No such data was provided for the Tax Exempt Money Market Fund because it
had not commenced operations as of June 30, 1995. The tax equivalent effective
yield for the classes of the Municipal Money Market Fund, Ohio Municipal Money
Market Fund, and Tax Exempt Money Market Funds are computed by dividing that
portion of the effective yield of the Fund (with respect to a particular class)
which is tax-exempt by 1 minus a stated income tax rate and adding the product
to that portion, if any, of the effective yield of the Fund (with respect to a
particular class) that is not tax-exempt.

         Performance information showing a Fund's total return and/or 30-day
yield with respect to a particular class may be presented from time to time in
advertising and sales literature regarding the Equity Funds, the Bond Funds, the
Funds of Funds, and the Municipal Bond Funds. A 30-day yield is calculated by
dividing the net investment income


                                      B-90
<PAGE>   377


per-share earned during the 30-day base period by the maximum offering price per
share on the last day of the period, according to the following formula:

                                               a-b
                           30-Day Yield = 2[( ----- +1)6-1]
                                               cd

         In the above formula, "a" represents dividends and interest earned by a
particular class during the 30-day base period; "b" represents expenses accrued
to a particular class for the 30-day base period (net of reimbursements); "c"
represents the average daily number of Shares of a particular class outstanding
during the 30-day base period that were entitled to receive dividends; and "d"
represents the maximum offering price per share of a particular class on the
last day of the 30-day base period.

         From time to time the tax equivalent 30-day yield of a particular class
of a Municipal Bond Fund may be presented in advertising and sales literature.
The tax equivalent 30-day yield will be computed by dividing that portion of a
Fund's yield (respecting a particular class) which is tax-exempt by 1 minus a
stated income tax rate and adding the product to that portion, if any, of the
yield of the Fund (respecting a particular class) that is not tax-exempt. The
tax equivalent 30-day yields for a Municipal Bond Fund (respecting a particular
class) will, unless otherwise noted, be computed based on an assumed effective
federal income tax rate of 31%. No tax equivalent 30-day yield information is
available for the West Virginia Tax-Free Bond, Texas Tax-Free Bond and Arizona
Tax-Free Bond.

         A Fund's respective cumulative total return and average annual total
return was determined by calculating the change in the value of a hypothetical
$1,000 investment in a particular class of the Fund for each of the periods
shown. Cumulative total return for a particular class of a Fund is computed by
determining the rate of return over the applicable period that would equate the
initial amount invested to the ending redeemable value of the investment. The
cumulative return is calculated as the total dollar increase or decrease in the
value of an account assuming reinvestment of all distributions divided by the
original initial investment. The average annual return for a particular class of
a Fund is computed by determining the average annual compounded rate of return
over the applicable period that would equate the initial amount invested to the
ending redeemable value of the investment. The ending redeemable value includes
dividends and capital gain distributions reinvested at net asset value. The
resulting percentages indicated the positive or negative investment results that
an investor would have experienced from changes in share price and reinvestment
of dividends and capital gains distributions.

         Performance information showing a Fund's and/or particular Class's
distribution rate may be presented from time to time in advertising and sales
literature regarding the Bond Funds and Equity Funds. The distribution rate is
calculated as follows:



                                      B-91
<PAGE>   378

                                           a
                                          ---
                 distribution yield   =   (b)  * 365
                                          ----------
                                               c

         In the formula, "a" represents dividends distributed by a particular
class during that period; "b" represents month end offer price or net asset
value for a particular class; "c" represents the number of days in the period
being calculated. "365" is the number of days in a year, used to annualize the
distribution yield.

         Performance will fluctuate from time to time and is not necessarily
representative of future results. Accordingly, a Fund's performance may not
provide for comparison with bank deposits or other investments that pay a fixed
return for a stated period of time. Performance is a function of a Fund's
quality, composition, and maturity, as well as expenses allocated to the Fund.
Fees imposed upon customer accounts at a bank, with regard to Fiduciary Class
Shares and Service Class Shares, or a Participating Organization, with regard to
Class A and Class B Shares, will reduce a Fund's effective yield to customers.

         Performance data for the Funds through June 30, 1995 (calculated as
described above) is as follows:

                              TAX-EQUIVALENT YIELD


<TABLE>
<CAPTION>
                                             Fiduciary                                          Class A
                         7 Day           28% Tax          31% Tax          7 Day           28% Tax          31% Tax
                         Yield                                             Yield
<S>                      <C>             <C>              <C>              <C>             <C>              <C>  
Municipal Money          3.79%           5.26%            5.49%            3.54%           4.92%            5.13%
Market

Ohio Municipal           3.75%           5.20%            5.43%            3.50%           4.86%            5.07%
Money Market
</TABLE>


THE MONEY MARKET AND INSTITUTIONAL MONEY MARKET FUNDS may quote actual total
return performance in advertising and other types of literature compared to
indices or averages of alternative financial products available to prospective
investors. The performance comparisons may include the average return of various
bank instruments, some of which may carry certain return guarantees offered by
leading banks and thrifts, as monitored by the BANK RATE MONITOR, and those of
corporate and government security price indices of various durations prepared by
She arson Lehman Brothers, Salomon Brothers, Inc. and the IBC/Donoghue
organization. These indices are not managed for any investment goals.

         The Money Market and Institutional Money Market Funds may also use
comparative performance information computed by and available from certain
industry and general market research and publications, such as Lipper Analytical
Services, Inc.


                                      B-92
<PAGE>   379


         Statistical and performance information compiled and maintained by CDA
Technologies, Inc. and Interactive Data Corporation may also be used. CDA is a
performance evaluation service that maintains a statistical data base of
performance, as reported by a diverse universe of independently-managed mutual
funds. Interactive Data Corporation is a statistical access service that
maintains a data base of various industry indicators, such as historical and
current price/earning information and individual stock and fixed income price
and return information.

         Current interest rate and yield information on government debt
obligations of various durations, as reported weekly by the Federal Reserve
(Bulletin H. 15), may also be used. Also current rate information on municipal
debt obligations of various durations, as reported daily by the Bond Buyer, may
also be used. The BOND BUYER is published daily and is an industry-accepted
source for current municipal bond market information.

         Comparative information on the Consumer Price Index may also be
included. This Index, as prepared by the U.S. Bureau of Labor Statistics, is the
most commonly used measure of inflation. It indicates the cost fluctuations of a
representative group of consumer goods. It does not represent a return on
investment.

THE EQUITY, BOND AND MUNICIPAL BOND FUNDS AND THE FUNDS OF FUNDS may quote
actual total return performance from time to time in advertising and other types
of literature compared to results reported by the Dow Jones Industrial Average.

         The Dow Jones Industrial Average is an industry-accepted unmanaged
index of generally conservative securities used for measuring general market
performance. The performance reported will reflect the reinvestment of all
distributions on a quarterly basis and market price fluctuations. The index does
not take into account any brokerage commissions or other fees. Comparative
information on the Consumer Price Index may also be included.

         The Equity Funds, the Bond Funds, the Municipal Bond Funds and the
Funds of Funds may also promote the yield and/or total return performance and
use comparative performance information computed by and available from certain
industry and general market research and publications, such as Lipper Analytical
Services, Inc.; they may also use indices such as the Standard & Poor's 400
Composite Stock Index, the Standard & Poor's 500 Composite Stock Index, the
Standard & Poor's 600 Composite Stock Index, the Russell 2000, or the Morgan
Stanley International European, Asian and Far East Gross Domestic Product Index
for performance comparison. Statistical and performance information compiled and
maintained by CDA Technologies, Inc. and Interactive Data Corporation may also
be used.

THE BOND FUNDS, THE FUNDS OF FUNDS AND THE ASSET ALLOCATION FUND may quote
actual yield and/or total return performance in advertising and other types of
literature compared to indices or averages of alternative financial products
available to prospective investors. The performance comparisons may include the
average return of various bank instruments, some


                                      B-93
<PAGE>   380


of which may carry certain return guarantees offered by leading banks and
thrifts as monitored by BANK RATE MONITOR, and those of corporate bond and
government security price indices of various durations. Comparative information
on the Consumer Price Index may also be included.

         The Bond Funds, the Funds of Funds and the Asset Allocation Fund may
also use comparative performance information computed by and available from
certain industry and general market research and publications, as well as
statistical and performance information, compiled and maintained by CDA
Technologies, Inc. and Interactive Data Corporation.

         The Bond Funds, the Funds of Funds and the Asset Allocation Fund may
also use current interest rate and yield information on government debt
obligations of various durations, as reported weekly by the Federal Reserve
(Bulletin H. 15). In addition, current rate information on municipal debt
obligations of various durations, as reported daily by the Bond Buyer, may also
be used.

MISCELLANEOUS
- -------------

         The Trust is not required to hold a meeting of Shareholders for the
purpose of electing Trustees except that (i) the Trust is required to hold a
Shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by Shareholders and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the Shareholders, that
vacancy may only be filled by a vote of the Shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of Shares
representing two-thirds of the outstanding Shares of the Trust at a meeting duly
called for the purpose, which meeting shall be held upon the written request of
the holders of Shares representing not less than 20% of the outstanding Shares
of the Trust. Except as set forth above, the Trustees may continue to hold
office and may appoint successor Trustees.

         As used in the Trust's Prospectuses and in this Statement of Additional
Information, "assets belonging to a Fund" means the consideration received by
the Trust upon the issuance or sale of Shares in that Fund, together with all
income, earnings, profits, and proceeds derived from the investment thereof,
including any proceeds from the sale, exchange, or liquidation of such
investments, and any funds or payments derived from any reinvestment of such
proceeds, and any general assets of the Trust not readily identified as
belonging to a particular Fund that are allocated to that Fund by the Trust's
Board of Trustees. The Board of Trustees may allocate such general assets in any
manner it deems fair and equitable. It is anticipated that the factor that will
be used by the Board of Trustees in making allocations of general assets to
particular Funds will be the relative net asset values of the respective Funds
at the time of allocation. Assets belonging to a particular Fund are charged
with the direct liabilities and expenses in respect of that Fund, and with a
share of the general liabilities and expenses of the Trust not readily
identified as belonging to a particular Fund that are allocated to that Fund in
proportion to the relative net asset values of the respective Funds at


                                      B-94
<PAGE>   381


the time of allocation. The timing of allocations of general assets and general
liabilities and expenses of the Trust to particular Funds will be determined by
the Board of Trustees of the Trust and will be in accordance with generally
accepted accounting principles. Determinations by the Board of Trustees of the
Trust as to the timing of the allocation of general liabilities and expenses and
as to the timing and allocable portion of any general assets with respect to a
particular Fund are conclusive. For information regarding the allocations of
Class Expenses to particular classes of a Fund, see the respective Prospectus of
the Fund under "MANAGEMENT-Expenses."

         As used in the Trust's Prospectuses and in this Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Trust, a
particular Fund, or a particular class of Shares of a Fund, means the
affirmative vote of the lesser of (a) more than 50% of the outstanding Shares of
the Trust, such Fund, or such class of Shares of such Fund, or (b) 67% or more
of the Shares of the Trust, such Fund, or such class of Shares of such Fund
present at a meeting at which the holders of more than 50% of the outstanding
Shares of the Trust, such Fund, or such class of Shares of such Fund are
represented in person or by proxy.

         The Trust is registered with the Securities and Exchange Commission as
a management investment company. Such registration does not involve supervision
by the Commission of the management or policies of the Trust.

         The Prospectus and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Securities and Exchange Commission. Copies of such information may be
obtained from the Commission upon payment of the prescribed fee.

         The Prospectus and this Statement of Additional Information are not an
offering of the securities herein described in any State in which such offering
may not lawfully be made. No salesman, dealer, or other person is authorized to
give any information or make any representation other than those contained in
the Prospectus and Statement of Additional Information.

         As of May 15, 1996, BANC ONE CORPORATION, 100 East Broad Street,
Columbus, Ohio 43271-0152 (an Ohio Corporation) through Bank Subsidiaries,
acting on behalf of their underlying accounts, held of record substantially all
of the Fiduciary Class Shares of the Trust, and possessed voting or investment
power as follows:

<TABLE>
<CAPTION>
                  FUND                                PERCENT OF BENEFICIAL OWNERSHIP
                  ----                                -------------------------------

         <S>                                                       <C>
         Large Company Growth Fund...............................   96.43%

         Disciplined Value Fund..................................   96.91%
</TABLE>


                                      B-95
<PAGE>   382


<TABLE>
         <S>                                                     <C>
         Growth Opportunities Fund.............................   96.64

         Income Bond Fund......................................   96.47

         Intermediate Tax-Free Bond Fund.......................   95.69

         Prime Money Market Fund...............................   57.23

         U.S. Treasury Securities Money Market Fund............   22.92

         Municipal Money Market Fund...........................   82.70

         Income Equity Fund....................................   95.28

         Equity Index Fund.....................................   90.73

         Large Company Value Fund..............................   96.26

         Ohio Municipal Bond Fund..............................   89.52

         Limited Volatility Bond Fund..........................   93.81      

         International Equity Fund.............................   97.13

         Asset Allocation Fund.................................   96.03

         Ohio Municipal Money Market Fund......................   79.00

         Municipal Income......................................   95.69

         Kentucky Municipal Bond Fund..........................   94.66

         Government Bond Fund..................................   95.33

         Ultra Short-Term Income Fund..........................   96.36

         Louisiana Municipal Bond Fund.........................   95.00

         Value Growth Fund.....................................   95.00

         Gulf South Growth Fund................................   95.00

         Intermediate Bond Fund................................   96.73
</TABLE>



                                      B-96
<PAGE>   383


As a result, BANC ONE CORPORATION may be deemed to be a "controlling person" of
the Fiduciary Class Shares of each of the aforementioned Funds under the
Investment Company Act of 1940.

         In addition, as of May 15, 1996, the following persons were the
beneficial owners of more than 25% of the outstanding Shares of the following
class of Shares of the following Funds:


<PAGE>   384
                                25% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                      Percentage of         Type of
Address                                            Fund/Class                   Ownership           Ownership

<S>                                                <C>                        <C>                   <C>     
Strafe & Co.                                       Kentucky Municipal            96.50%              Record
Attn: Bank One Trust                               Bond Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Large Company                 26.90%              Record
Attn: Mutual Funds 0393                            Growth Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Large Company                 28.63%              Record
Attn: Mutual Funds 0393                            Growth Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Disciplined Value             26.76%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

LaBanc & Co                                        Gulf South Growth             94.93%              Record
Premier Bank                                       Fund
P.O. Box 91210                                     Fiduciary
Baton Rouge, LA 70821-9210

LaBanc & Co                                        Value Growth Fund             96.81%              Record
Premier Bank                                       Fiduciary
P.O. Box 91210
Baton Rouge, LA 70821-9210

Clark & Co.                                        Income Bond Fund              25.36%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2871

Strafe & Co.                                       Income Bond Fund              30.19%              Record
Attn: Mutual Funds 0393                            Fiduciary
235 West Schrock Road
Westerville, Ohio 43081-2874

LaBanc & Co                                        Louisiana Municipal           99.99%              Record
Premier Bank                                       Bond Fund
P.O. Box 91210                                     Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co.                                        International Equity          27.06%              Record
Database 2 - Attn One Group/Cash Mgmt.             Index Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871
</TABLE>


                                        1
<PAGE>   385
                                25% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of         Type of
Address                                            Fund/Class                  Ownership           Ownership

<S>                                                <C>                       <C>                   <C>     
Strafe & Co.                                       International Equity          25.76%              Record
Attn: Mutual Funds 0393                            Index Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                        Intermediate Tax Free         54.28%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871

Strafe & Co.                                       Intermediate Tax Free         25.35%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                        Prime Money Market            39.29%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871

Strafe & Co.                                       Prime Money Market            52.87%              Record
Bank One Ohio Trust Co., NA                        Fund
Department 0393 S.T.I.F                            Fiduciary
Columbus, Ohio 43271

Strafe & Co.                                       Ohio Municipal Bond           91.31%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co. (N)                                   US Treasury Securities        43.90%              Record
Bank One Ohio Trust Co., NA                        Money Market
Department 0393 S.T.I.F.                           Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Large Company Value           25.82%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Large Company Value           33.89%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                        Municipal Money               34.00%              Record
Database 2 - Attn One Group/Cash Mgmt.             Market Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871
</TABLE>

                                        2
<PAGE>   386
                                25% SHAREHOLDERS

<TABLE>
<CAPTION>

Name and                                                                      Percentage of         Type of
Address                                            Fund/Class                  Ownership            Ownership

<S>                                                <C>                        <C>                   <C>     
Strafe & Co. (D)                                   Municipal Money               59.39%              Record
Bank One Ohio Trust Co., NA                        Market Fund
Department 0393 S.T.I.F.                           Fiduciary
Westerville, Ohio 43081-2874

Banc One Securities                                Equity Index Fund             30.11%              Beneficial
Savings Plan                                       Fiduciary
235 W Schrock Road
Westerville OH 43081

LaBanc & Co                                        Income Equity Fund            38.95%              Record
Premier Bank                                       Fiduciary
P.O. Box 91210
Baton Rouge, LA 70821-9210

LaBanc & Co                                        Government Bond               38.31%              Record
Premier Bank                                       Fund
P.O. Box 91210                                     Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co.                                        Asset Allocation Fund         44.54%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2871

Clark & Co.                                        Intermediate Bond             33.22%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871

Strafe & Co.                                       Intermediate Bond             36.09%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Donaldson Lufkin Jenrette                          Government ARM                29.18%              Record
Securities Corporation Inc                         Fund
P.O. Box 2052                                      Class A
Jersey City, NJ 07303-2052

International Precious Metals Corp                 Government ARM                25.31%              Record
4625 S. Ash Ave., #J1                              Fund
Tempe, AZ 85282-6761                               Class A

Donaldson Lufkin Jenrette                          Government ARM                25.26%              Record
Securities Corporation Inc                         Fund
P.O. Box 2052                                      Class A
Jersey City, NJ 07303-2052
</TABLE>



                                        3
<PAGE>   387
                                25% SHAREHOLDERS

<TABLE>
<CAPTION>

Name and                                                                      Percentage of         Type of
Address                                            Fund/Class                  Ownership             Ownership

<S>                                                <C>                        <C>                   <C>     
Clark & Co.                                        Government ARM                32.54%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871

Strafe & Co.                                       Government ARM                40.00%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Ohio Municipal Money          90.34%              Record
Attn: Mutual Funds 0393                            Market Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                        Municipal Income              55.65%              Record
Database 2 - Attn One Group/Cash Mgmt.             Fund
235 W. Schrock Road                                Fiduciary
Westerville, Ohio 43081-2871

Strafe & Co.                                       Municipal Income              26.31%              Record
Attn: Mutual Funds 0393                            Fund
235 West Schrock Road                              Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                       Treasury Only Money           69.64%              Record
Attn: Mutual Funds 0393                            Market Fund
235 West Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                        US Government                 43.84%              Record
Database 2 - Attn One Group/Cash Mgmt.             Money Market Fund
235 W. Schrock Road
Westerville, Ohio 43081-2871
</TABLE>




                                        4

<PAGE>   388




As a result, the aforementioned persons may be deemed to be "controlling
persons" of the class of Shares of the Fund in which they own such Shares under
the Investment Company Act of 1940. The table below indicates record and
beneficial owners of over 5% of any class of Shares of any Fund of the Trust.
<PAGE>   389
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

Name and                                                                      Percentage of            Type of
Address                                           Fund/Class                   Ownership               Ownership

<S>                                               <C>                         <C>                      <C>

Donaldson Lufkin Jenrette                         Kentucky Municipal             6.91%                 Record
Securities Corporation Inc.                       Bond Fund
P.O. Box 2052                                     Class A
Jersey City, NJ 07303-2052

Middle KY Construction Co                         Kentucky Municipal            19.01%                 Record
J Edwin Ruby Jr   Secretary                       Bond Fund
135 Tilford Dr                                    Class A
Beaver Dam, KY 42320-9717

Heartland Environmental                           Kentucky Municipal             8.59%                 Record
Thomas W. Smith President                         Bond Fund
831 Eagle Mill Rd                                 Class A
Sonora, KY 42776-9721

Donaldson Lufkin Jenrette                         Kentucky Municipal             7.44%                 Record
Securities Corporation Inc.                       Bond Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Kentucky Municipal            15.02%                 Record
Securities Corporation Inc.                       Bond Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Kentucky Municipal             8.00%                 Record
Securities Corporation Inc.                       Bond Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052

Strafe & Co.                                      Kentucky Municipal            96.50%                 Record
Attn: Bank One Trust                              Bond Fund
235 West Schrock Road                             Fiduciary
Westerville, Ohio 43081-2874

Banc One Securities                               Large Company                  9.20%                 Beneficial
Savings Plan                                      Growth Fund
235 West Schrock Road                             Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                       Large Company                  8.42%                 Record
Database 2 - Attn One Group/Cash Mgmt             Growth Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Large Company                  9.86%                 Record
Attn: Bank One Trust                              Growth Fund
235 West Schrock Rd                               Fiduciary
Westerville, Ohio 43081-2874

</TABLE>

                                        1
<PAGE>   390
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of            Type of
Address                                           Fund/Class                  Ownership               Ownership

<S>                                               <C>                        <C>                      <C>     
Strafe & Co.                                      Large Company                 26.90%                 Record
Attn: Mutual Funds 0393                           Growth Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Large Company                 28.63%                 Record
Attn: Mutual Funds 0393                           Growth Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Banc One Corporation                              Large Company                 12.78%                 Beneficial
235 West Schrock Road                             Growth Fund
Westerville, Ohio 43081-2874                      Fiduciary

Banc One Corporation                              Disciplined Value             11.00%                 Beneficial
235 West Schrock Road                             Fund
Westerville, Ohio 43081-2874                      Fiduciary

Strafe & Co.                                      Disciplined Value             22.71%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Disciplined Value             26.76%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Labanc & Co.                                      Gulf South Growth             94.93%                 Record
Premier Bank                                      Fund
P.O. Box 91210                                    Fiduciary
Baton Rouge, LA 70821-9210

Banc One Corporation                              Growth Opportunities           8.60%                 Beneficial
235 West Schrock Road                             Fund
Westerville, Ohio 43081-2874                      Fiduciary


Premier Bank Retirement Plan                      Growth Opportunities           5.70%                 Beneficial
P.O. Box 91210                                    Fund
Baton Rouge LA 70821                              Fiduciary

Clark & Co.                                       Growth Opportunities          22.03%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874
</TABLE>

                                        2
<PAGE>   391
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Clark & Co.                                       Growth Opportunities          16.35%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Growth Opportunities          22.67%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Growth Opportunities          24.35%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Labanc & Co.                                      Value Growth Fund             96.81%                 Record
Premier Bank                                      Fiduciary
P.O. Box 91210
Baton Rouge, LA 70821-9210

Banc One Securities                               Income Bond Fund               7.33%                 Beneficial
Savings Plan                                      Fiduciary
235 West Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                       Income Bond Fund               9.84%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fiduciary
235 W. Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co.                                      Income Bond Fund              30.19%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Income Bond Fund              24.05%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Labanc & Co.                                      Louisiana Municipal           99.99%                 Record
Premier Bank                                      Bond Fund
P.O. Box 91210                                    Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co.                                       International Equity           5.45%                 Record
Database 2 - Attn One Group/Cash Mgmt             Index Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874
</TABLE>



                                        3
<PAGE>   392
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Banc One Corporation                              International Equity          15.99%                 Beneficial
235 W. Schrock Rd                                 Index Fund
Westerville, Ohio 43081                           Fiduciary

Clark & Co.                                       International Equity           9.97%                 Record
Database 2 - Attn One Group/Cash Mgmt             Index Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      International Equity          24.21%                 Record
Attn: Mutual Funds 0393                           Index Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      International Equity          25.76%                 Record
Attn: Mutual Funds 0393                           Index Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Donaldson Lufkin Jenrette                         Intermediate Tax Free          6.80%                 Record
Securities Corporation Inc.                       Bond Fund
Jersey City, NJ 07303-2052                        Class A

Donaldson Lufkin Jenrette                         Intermediate Tax Free          5.28%                 Record
Securities Corporation Inc.                       Bond Fund
Jersey City, NJ 07303-2052                        Class B

Katherine M. Lee                                  Intermediate Tax Free         14.09%                 Record
Pamela K. Adams JT Wros                           Bond Fund
7740 E. Gainey Ranch Rd                           Class B
Scottsdale, AZ 85258-1618

Clark & Co.                                       Intermediate Tax Free         54.28%                 Record
Database 2 - Attn One Group/Cash Mgmt             Bond Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Intermediate Tax Free          9.20%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Intermediate Tax Free         25.35%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Intermediate Tax Free          8.80%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607
</TABLE>



                                        4
<PAGE>   393
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Donaldson Lufkin Jenrette                         Limited Volatility             5.40%                 Record
Securities Corporation Inc.                       Bond Fund
Jersey City, NJ 07303-2052                        Class A

Wallace & Co.                                     Limited Volatility             5.07%                 Record
P.O. Box 21119                                    Bond Fund
Shreveport, LA 71152-0001                         Class A

LaBanc & Co.                                      Limited Volatility            22.89%                 Record
Premier Bank                                      Bond Fund
P.O. Box 91210                                    Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co.                                       Limited Volatility            20.80%                 Record
Database 2 - Attn One Group/Cash Mgmt             Bond Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                       Limited Volatility             6.80%                 Record
Database 2 - Attn One Group/Cash Mgmt             Bond Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Limited Volatility             5.37%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Limited Volatility            18.60%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Limited Volatility            17.92%                 Record
Attn: Mutual Funds 0393                           Bond Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Peapod LP                                         Prime Money Market             5.07%                 Record
1033 University Place                             Fund
Suite 375                                         Class A
Evanston, IL 60201-3156

Clark & Co.                                       Prime Money Market            39.20%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874
</TABLE>

                                        5
<PAGE>   394
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Bank One Trust Company NA                         Prime Money Market             6.47%                 Record
Omnibus - Corporate Cash Sweep Acct               Fund
Attn: Cash Management DB3                         Fiduciary
235 W Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co.                                      Prime Money Market            52.87%                 Record
Bank One Ohio Trust Co., NA                       Fund
Department 0393 S.T.I.F.                          Fiduciary
Columbus, Ohio 43271

Donaldson Lufkin Jenrette                         Ohio Municipal Bond            6.62%                 Record
Securities Corporation Inc.                       Fund
P.O. Box 2052                                     Class A
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Ohio Municipal Bond            7.75%                 Record
Securities Corporation Inc.                       Fund
P.O. Box 2052                                     Class A
Jersey City, NJ 07303-2052

Strafe & Co.                                      Ohio Municipal Bond           91.31%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Ohio Municipal Bond            6.33%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

W E Engle &                                       US Treasury Securities         5.83%                 Record
Garnet M Engle JT TEN                             Money Market
P.O. Box 315                                      Class A
Mc Arthur, Ohio 45651-0315

LaBanc & Co                                       US Treasury Securities        18.35%                 Record
Premier Bank                                      Money Market
P.O. Box 91210                                    Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co                                        US Treasury Securities        20.50%                 Record
Database 2 - Attn One Group/Cash Mgmt             Money Market
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Bank One Trust Company NA                         US Treasury Securities        16.74%                 Record
Omnibus-Corporate Cash Sweep Acct                 Money Market
Attn: Cash Management DB3                         Fiduciary
Westerville, Ohio 43081-2874
</TABLE>



                                        6
<PAGE>   395
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                      <C>     
Strafe & CO (N)                                   US Treasury Securities        43.90%                 Record
Bank One Ohio Trust Co., NA                       Money Market
Department 0393 S.T.I.F.                          Fiduciary
Columbus, Ohio 43271

Bank One TTEE                                     Large Company                  7.42%                 Record
D R Horton 401K Plan Svcs                         Value Fund
C/O BISYS Qualified Plan Svcs                     Class A
Springhouse Corp CTR 11- Invest A/C
323 Norristown RD Attn: S. Loch
Ambler, PA 19002-2756

Banc One Corporation                              Large Company                 20.61%                 Beneficial
235 W Schrock Rd                                  Value Fund
Westerville, OH 43081                             Class A

Bank One TTEE                                     Large Company                  5.19%                 Record
North Park Management 401K Plan                   Value Fund
C/O BISYS Qualified Plan Svcs                     Class A
Springhouse Corp Ctr 11 - Invest A/C
323 Norristown Rd Attn S. Loch
Ambler, PA 19002-2756

Bank One TTEE                                     Large Company                  5.36%                 Record
The K Company Inc.                                Value Fund
C/O BISYS Qualified Plan Svcs                     Class A
Springhouse Corp Ctr 11 - Invest A/C
323 Norristown Rd Attn S. Loch
Ambler, PA 19002-2756

Clark & Co                                        Large Company                 22.26%                 Record
Database 2 - Attn One Group/Cash Mgmt             Value Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Clark & Co                                        Large Company                  7.76%                 Record
Database 2 - Attn One Group/Cash Mgmt             Value Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Large Company                 25.82%                 Record
Attn: Mutual Funds 0393                           Value Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Large Company                 33.89%                 Record
Attn: Mutual Funds 0393                           Value Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607
</TABLE>



                                        7
<PAGE>   396
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Exabyte                                           Municipal Money               11.58%                 Record
Attn: Bob Stover                                  Market Fund
1685 38th St                                      Class A
Boulder, Co 80301-2601

L B Properties Inc.                               Municipal Money                 6.26%                Record
115 E. South Street                               Market Fund
Galesburg, IL 61401-4939                          Class A

Joseph B Udvare Trustee                           Municipal Money               10.11%                 Record
Udvare Revocable Trust Agreement                  Market Fund
Dated 1/21/91                                     Class A
5301 N 25th Place
Phoenix, AZ 85016-3629

Clark & Co                                        Municipal Money               34.00%                 Record
Database 2 - Attn One Group/Cash Mgmt             Market Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Bank One Trust Company NA                         Municipal Money                5.50%                 Record
Omnibus-Corporate Cash Sweep Acct                 Market Fund
Attn: Cash Management DB3                         Fiduciary
235 W. Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co (D)                                   Municipal Money               59.39%                 Record
Bank One Ohio Trust Co., NA                       Market Fund
Department 0393 S.T.I.F                           Fiduciary
Columbus, Ohio 43271

Eli Lilly FBO Christ Church                       Equity Index Fund              5.94%                 Beneficial
235 W Schrock Rd                                  Fiduciary
Westerville OH 43081

NCR Benefit Acct                                  Equity Index Fund              7.73%                 Beneficial
Trust #1                                          Fiduciary
235 W Schrock Rd
Westerville, OH 43081

Banc One Savings Plan                             Equity Index Fund             30.11%                 Beneficial
235 W Schrock Rd                                  Fiduciary
Westerville, OH 43081
</TABLE>

                                        8
<PAGE>   397
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Clark & Co                                        Equity Index Fund              7.18%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fiduciary
235 W Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co.                                      Equity Index Fund              9.04%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Equity Index Fund             16.78%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Equity Index Fund             49.80%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

LaBanc & Co                                       Income Equity Fund            38.95%                 Record
Premier Bank                                      Fiduciary
P.O. Box 91210
Baton Rouge, LA 70821-9210

Clark & Co                                        Income Equity Fund            16.35%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fiduciary
235 W Schrock Rd
Westerville, Ohio 43081-2874

Clark & Co                                        Income Equity Fund             6.45%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fiduciary
235 W Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co.                                      Income Equity Fund             5.91%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Income Equity Fund            14.84%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Income Equity Fund             8.33%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607
</TABLE>



                                        9
<PAGE>   398
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
LaBanc & Co                                       Government Bond               38.31%                 Record
Premier Bank                                      Fund
P.O. Box 91210                                    Fiduciary
Baton Rouge, LA 70821-9210

Clark & Co                                        Government Bond               16.09%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Clark & Co                                        Government Bond                5.15%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Government Bond                5.83%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Government Bond               23.87%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Government Bond                6.46%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

OFDA (MT2)                                        Asset Allocation Fund          6.85%                 Beneficial
235 W Schrock Rd.                                 Fiduciary
Westerville, OH 43081

Strafe & Co.                                      Asset Allocation Fund          5.58%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Asset Allocation Fund          7.90%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607

Strafe & Co.                                      Asset Allocation Fund         24.98%                 Record
Attn: Mutual Funds 0393                           Fiduciary
100 E. Board Street
Columbus, Ohio 43215-3607
</TABLE>



                                       10
<PAGE>   399
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Clark & Co                                        Intermediate Bond             33.22%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Clark & Co                                        Intermediate Bond              5.67%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Intermediate Bond              8.87%                 Record
Attn: Bank One Trust                              Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Intermediate Bond             36.09%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Intermediate Bond              9.42%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Cook Children Medical Ctr                         Government ARM                 5.62%                 Beneficial
235 W. Schrock Rd.                                Fund
Westerville, OH 43081                             Fiduciary

ELCA Mission Invest FD                            Government ARM                 6.90%                 Beneficial
235 W Schrock Rd.                                 Fund
Westerville, OH 43081                             Fiduciary

Donaldson Lufkin Jenrette                         Government ARM                 8.70%                 Record
Securities Corporation Inc                        Fund
P.O. Box 2052                                     Class A
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Government ARM                25.26%                 Record
Securities Corporation Inc                        Fund
P.O. Box 2052                                     Class A
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Government ARM                11.01%                 Record
Securities Corporation Inc                        Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052
</TABLE>


                                       11
<PAGE>   400
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Donaldson Lufkin Jenrette                         Government ARM                 6.57%                 Record
Securities Corporation Inc                        Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Government ARM                 6.54%                 Record
Securities Corporation Inc                        Fund
P.O. Box 2052                                     Class B
Jersey City, NJ 07303-2052

Clark & Co                                        Government ARM                32.54%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Clark & Co                                        Government ARM                15.16%                 Record
Database 2 - Attn One Group/Cash Mgmt             Fund
235 W Schrock Rd                                  Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                      Government ARM                40.00%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Government ARM                 8.88%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

CBC Companies Inc                                 Ohio Municipal Money          21.35%                 Record
Attn: Dirk Cantrell                               Market Fund
250 East Town St                                  Class A
Columbus, Ohio 43215-4637

McCormick, Doug Adm                               Ohio Municipal Money           7.60%                 Beneficial
235 W Schrock Rd                                  Market Fund
Westerville, OH 43081                             Fiduciary

Wallick Properties, Inc.                          Ohio Municipal Money           5.85%                 Beneficial
235 W Schrock Rd                                  Market Fund
Westerville, OH 43081                             Fiduciary

B.S.P. Sub-Account                                Ohio Municipal Money           6.48%                 Beneficial
235 W. Schrock Rd                                 Market Fund
Westerville, OH 43081                             Fiduciary
</TABLE>



                                       12
<PAGE>   401
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>


Name and                                                                     Percentage of             Type of
Address                                           Fund/Class                  Ownership                Ownership

<S>                                               <C>                        <C>                       <C>     
Strafe & Co.                                      Municipal Income               9.69%                 Record
Attn: Bank One Trust                              Fund
235 W. Schrock Rd                                 Fiduciary
Westerville, Ohio 43081-2873

Strafe & Co.                                      Municipal Income              26.31%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                      Municipal Income               5.66%                 Record
Attn: Mutual Funds 0393                           Fund
100 E. Board Street                               Fiduciary
Columbus, Ohio 43215-3607

Clark & Co                                        Treasury Only Money           11.82%                 Record
Database 2 - Attn One Group/Cash Mgmt             Market Fund
235 W Schrock Rd
Westerville, Ohio 43081-2874

Bank One Texas NA                                 Treasury Only Money           15.49%                 Record
1717 Main St                                      Market Fund
Dallas, TX 75201-4605

Strafe & Co.                                      Treasury Only Money           69.64%                 Record
Attn: Mutual Funds 0393                           Market Fund
100 E. Board Street
Columbus, Ohio 43215-3607

Clark & Co                                        US Government                 43.84%                 Record
Database 2 - Attn One Group/Cash Mgmt             Money Market Fund
235 W Schrock Rd
Westerville, Ohio 43081-2874

Bank One Texas NA                                 US Government                 24.68%                 Record
1717 Main St                                      Money Market Fund
Dallas, TX 75201-4605

Bank One Trust Company NA                         US Government                 13.94%                 Record
Omnibus-Corporate Cash Sweep Acct                 Money Market Fund
Attn: Cash Management DB3
235 West Schrock Rd
Westerville, Ohio 43081-2874

Strafe & Co.                                      US Government                 17.54%                 Record
Attn: Mutual Funds 0393                           Money Market Fund
100 E. Board Street
Columbus, Ohio 43215-3607

Premier Bank                                      Gulf South                     5.70%                  Beneficial
Retirement Plan                                   Growth Fund
451 Florida Street                                Fudiciary
Baton Rouge, LA 70801
</TABLE>

                                       13

<PAGE>   402


         As a group, the Trustees and Officers of the Trust owned less than 1%
of the Shares of each class of the Trust.
<PAGE>   403
The One Group Family of Mutual Funds
U.S. Treasury Securities Money Market Fund
- -----------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                           DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                    AMORTIZED
    AMOUNT                                        SECURITY DESCRIPTION                                             COST 
    ---------------------------------------------------------------------------------------------------------   ---------
   <S>                                                                                                          <C>    
   U.S. TREASURY BILLS (9.0%)
     55,740 1/11/96 (b) ....................................................................................     $55,659
     50,000 8/22/96 (b) ....................................................................................      48,218
     25,000 9/19/96 (b) ....................................................................................      24,014
                                                                                                                 -------
     Total U.S. Treasury Bills .............................................................................     127,891
                                                                                                                 -------
   U.S. TREASURY NOTES (11.7%):
      25,000 7.25%, 8/31/96 (b) ............................................................................      25,203
      20,000 6.50%, 9/30/96 (b) ............................................................................      20,096
      20,000 7.88%, 7/15/96 (b) ............................................................................      20,210
     100,000 7.50%, 2/29/96 ................................................................................     100,305
                                                                                                                 -------
     Total U.S. Treasury Notes                                                                                   165,814
                                                                                                                 -------
     Total Investments, at value                                                                                 293,705
                                                                                                                 -------
   REPURCHASE AGREEMENTS (79.3%):
         10,000 Barclays de Zoete Wedd, 4.75%, 1/2/96 (Collateralized by 19,976 various U.S. Government 
                 Agency securities, 0.00%-5.05%, 2/7/96-8/15/17, market value $10,201)......................      10,000
         60,000 Barclays de Zoete Wedd, Canada Limited Securities, 5.80%, 1/2/96 (Collateralized by 
                 123,048 various U.S. Government Agency securities, 0.00%-7.92%, 1/5/96-2/15/23, 
                 market value $61,201)......................................................................      60,000
         60,000 Donaldson, Lufkin, Jenrette, 5.85%, 1/2/96  (Collateralized by 59,255 U.S. Treasury Notes, 
                 6.63%, 03/31/97, market value $61,200).....................................................      60,000
        300,000 Goldman Sachs, 5.90%, 1/2/96 (Collateralized by  602,260 U.S. Treasury Notes, 0.00%-6.25%, 
                 5/31/97-2/15/19,  market value $346,800) (c)...............................................     300,000
         40,000 Goldman Sachs, 5.75%, 1/2/96 (Collateralized by 602,260  U.S. Treasury Notes, 0.00%-6.25%, 
                 5/31/97-2/15/19,  market value $346,800)(c)................................................      40,000
         60,000 Hong Kong Shanghai Banc Corp., 5.90%, 1/2/96 (Collateralized by 59,417 U.S. Treasury Notes, 
                 5.50%-8.63%, 7/31/97-9/30/97, market value $61,203)........................................      60,000
         65,000 J.P. Morgan & Co., Inc., 5.50%, 1/2/96 (Collateralized by 66,301 various U.S. Treasury 
                 Securities, 5.50%, 5/31/96-2/15/25, market value $66,301)..................................      65,000
         40,000 Lehman Brothers Holdings, Inc., 5.80%, 1/2/96  (Collateralized by 60,290 various 
                 U.S. Treasury securities, 0.00%, 2/15/01-11/15/14, market value $40,803)...................      40,000
        310,000 Lehman Brothers Holdings, Inc., 5.95%, 1/2/96 (Collateralized by 612,475 U.S. Treasury Notes,  
                0.00%, 8/15/02-2/15/11, market value $316,200)..............................................     310,000
         60,000 Merrill Lynch 5.70%, 1/2/96 (Collateralized by  58,540 U.S. Treasury Notes, 4.00%-9.25%, 
                1/15/96-11/15/05, market value $61,204).....................................................      60,000
         60,000 Morgan Stanley, 5.87%, 1/2/96 (Collateralized by 60,365 U.S. Treasury Notes, 4.63%, 02/26/96, 
                market value $61,235).......................................................................      60,000
         60,000 Nomura Securities International, 5.95%, 1/2/96 (Collateralized by 41,842 U.S. Treasury Bonds, 
                7.50%, 11/15/24, market value $50,451 and 11,287 U.S. Treasury Bills, 12/12/96, 
                market value $10,750).......................................................................      60,000
                                                                                                               ---------
   Total Repurchase Agreements                                                                                 1,125,000
                                                                                                               ---------
   Total (Cost-$1,418,705)(a) ..............................................................................  $1,418,705
                                                                                                              ==========
- -----------
<FN>
Percentages indicated are based on net assets of $1,416,611.

(a) Cost and value for federal income tax and financial reporting purposes are
    the same. 
(b) A portion of this security was loaned as of December 31, 1995. 
(c) The repurchase agreements are cross-collateralized by the same pool of
    collateral securities.

See notes to financial statements.
</TABLE>

4
                                     B-98
<PAGE>   404

The One Group Family of Mutual Funds
Prime Money Market Fund
- -----------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                           DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                    AMORTIZED
    AMOUNT                                     SECURITY DESCRIPTION                                               COST 
    ---------------------------------------------------------------------------------------------------------   ---------
   <S>                                                                                                          <C>    
    CERTIFICATES OF DEPOSIT (5.0%):
           60,000 Peoples Security Life, 6.09%, 10/22/95* ..................................................     $ 60,000
           25,000 Providian Life & Health Insurance Co., 6.13%, 11/1/95*....................................       25,000
           35,000 Providian Life & Health Insurance Co., 6.13%, 11/1/95*....................................       35,000
                                                                                                                 --------
Total Certificates of Deposit ..............................................................................      120,000
                                                                                                                 --------
Commercial Paper (66.2%):
           21,000 Akzo Nobel, Inc., 5.71%, 1/19/96* ........................................................       20,940
           20,000 Akzo Nobel, Inc., 5.59%, 3/14/96* ........................................................       19,773
           15,000 American Honda Finance Corp., 5.76%, 1/16/96* ............................................       14,964
           20,000 American Honda Finance Corp., 5.77%, 1/17/96* ............................................       19,949
           30,000 American Honda Finance Corp., 5.82%, 1/30/96* ............................................       29,859
           15,000 American Honda Finance Corp., 5.77%, 1/30/96* ............................................       14,930
           22,000 American Honda Finance Corp., 5.77%, 2/5/96* .............................................       21,877
           50,000 Barnett Banks, Inc., 5.76%, 1/19/96* .....................................................       49,856
           50,000 Bear Stearns Cos., 5.67%, 2/21/96* .......................................................       49,598
           21,947 Cogentrix of Richmond, Inc., 5.80%, 1/24/96* .............................................       21,866
           36,000 Countrywide Funding Corp., 5.82%, 1/8/96* ................................................       35,959
           59,600 Countrywide Funding Corp., 5.83%, 1/10/96* ...............................................       59,513
           18,000 Countrywide Funding Corp., 5.70%, 2/14/96* ...............................................       17,875
           21,000 CSC Enterprises, 5.78%, 1/22/96* .........................................................       20,929
           20,000 CSC Enterprises, 5.72%, 2/6/96* ..........................................................       19,886
           12,500 CSC Enterprises, 5.72%, 2/6/96* ..........................................................       12,429
           27,500 CSC Enterprises, 5.75%, 2/23/96* .........................................................       27,267
           18,893 CSW Credit, Inc., 5.76%, 1/18/96* ........................................................       18,842
           18,400 CSW Credit, Inc., 5.74%, 1/25/96* ........................................................       18,330
           30,000 Duracell, Inc., 5.82%, 1/11/96* ..........................................................       29,951
           24,658 Duracell, Inc., 5.83%, 1/12/96* ..........................................................       24,614
           19,086 Finova Capital Corp., 5.90%, 1/10/96* ....................................................       19,058
           45,000 Finova Capital Corp., 6.00%, 1/23/96* ....................................................       44,835
           50,000 Finova Capital Corp., 5.95%, 1/25/96* ....................................................       49,802
           20,000 General Motors Acceptance Corp., 5.86%, 2/2/96* ..........................................       19,896
           52,000 General Motors Acceptance Corp., 5.67%, 3/1/96* ..........................................       51,509
           45,000 General Motors Acceptance Corp., 5.58%, 3/6/96* ..........................................       44,547
           50,000 Great Western Bank, 5.72%, 1/31/96* ......................................................       49,762
           25,000 Great Western Bank, 5.72%, 2/8/96* .......................................................       24,849
           40,000 GTE Corp., 5.82%, 1/24/96* ...............................................................       39,851
           35,000 GTE Corp., 5.86%, 2/13/96* ...............................................................       34,755
           40,000 GTE Corp., 5.86%, 2/14/96* ...............................................................       39,714
           25,000 Hanson Finance, 5.65%, 2/14/96* ..........................................................       24,827
           25,000 IBM Credit Corp., 5.65%, 2/13/96* ........................................................       24,831
           50,000 Kingdom of Sweden, 5.64%, 3/1/96* ........................................................       49,530
           25,000 Lehman Brothers, 6.15%, 1/23/96* .........................................................       25,000
           50,000 Merrill Lynch, 5.75%, 1/26/96* ...........................................................       49,800
           50,000 Monte Dei Paschi Di Siena, 5.62%, 3/15/96* ...............................................       49,422
           75,000 Nynex Corp., 5.84%, 1/16/96* .............................................................       74,818
           20,000 Nynex Corp., 5.80%, 1/31/96* .............................................................       19,903
           32,800 Pemex Capital, Inc., 5.72%, 2/9/96* ......................................................       32,597
           25,000 Petrolea Brasileiro S.A. Petrobas, 5.62%, 3/25/96*........................................       24,672
           10,000 Petrolea Brasileiro S.A. Petrobas, 5.75%, 2/27/96*........................................        9,909
           36,800 Prefco, 5.75%, 2/8/96* ...................................................................       36,577
           10,000 TamBrands Corp., 5.60%, 1/3/96* ..........................................................        9,997
           40,060 USL Capital Corp., 5.70%, 2/1/96* ........................................................       39,863
           42,900 Whirlpool Finance Corp., 5.76%, 2/12/96* .................................................       42,612
           62,000 Whirlpool Financial Corp., 5.70%, 2/7/96* ................................................       61,637
                                                                                                               ----------
Total Commercial Paper                                                                                          1,543,780
                                                                                                               ----------
CORPORATE BONDS (6.4%):
           50,000 Abbey National Treasury Services, 7.05%, 3/1/96 ..........................................       49,998
           11,000 Associates Corp. of North America, 4.50%, 2/15/96.........................................       10,962
           50,000 CIT Group Holdings, Inc., 7.05%, 3/4/96 ..................................................       50,000
           25,000 IBM Credit Corp., 5.90%, 8/28/96* ........................................................       24,983
           50,000 International Business Machines, 5.90%, 7/29/96* .........................................       49,987
           17,875 John Deere, 4.63%, 9/2/96 ................................................................       17,731
                                                                                                               ----------
Total Corporate Bonds                                                                                             203,661
                                                                                                               ----------
FLOATING RATE NOTES (4.4%):
           25,150 Lehman Brothers Holdings, Inc., 6.66%, 5/17/96*..........................................        25,162
           31,440 Student Loan Marketing Assoc., 6.08%, 6/30/96*...........................................        31,440
           50,000 Student Loan Marketing Assoc., 5.24%, 9/28/98*...........................................        50,000
                                                                                                               ----------
Total Floating Rate Notes                                                                                         106,602
                                                                                                               ----------
GUARANTEED INSURANCE CONTRACT (2.1%):
           50,000 Allstate, 6.05%, 9/1/96.................................................................         50,000
                                                                                                               ----------
Total Guaranteed Insurance Contract                                                                                50,000
                                                                                                               ----------
</TABLE>

Continued
                                                                        5    
                                     B-99

<PAGE>   405

The One Group Family of Mutual Funds
Prime Money Market Fund
- -----------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                    AMORTIZED
    AMOUNT                                     SECURITY DESCRIPTION                                                COST 
- -------------------------------------------------------------------------------------------------------------   ---------
<S>                                                                                                          <C>    
MEDIUM TERM NOTES (2.3%):
           55,000 Lehman Brothers Holdings, Inc., 6.13%, 3/21/96*...........................................   $   55,000
                                                                                                               ----------
Total Medium Term Notes                                                                                            55,000
                                                                                                               ----------
Total Investments, at value                                                                                     2,079,043
                                                                                                               ----------
REPURCHASE AGREEMENTS (16.1%):
          299,721 Lehman Brothers Holdings, Inc. 5.96%, 1/2/96  (Collateralized by 313,605 various 
                   U.S. Government Agency Securities, 0.00%, 1/8/96-7/19/96, market value $305,720).........      299,721
           35,000 Prudential Securities, Inc., 6.00%, 1/2/96  (Collateralized by 34,728 various 
                   U.S. Government Agency Securities, 5.22%-7.57%, 3/31/97-6/17/05, 
                   market value $35,701)...................................................................        35,000
                                                                                                               ----------
Total Repurchase Agreements                                                                                       334,721
                                                                                                               ----------
Total (Cost-$2,413,764)(a)                                                                                     $2,413,764
                                                                                                               ==========
- -----------
<FN>
Percentages indicated are based on net assets of $2,408,078. 
(a)  Cost and value for federal income tax and financial reporting purposes are the same.
*    Variable rate securities having liquidity sources through bank letters of credit and/or liquidity arrangements. The 
     interest rate, which will change periodically, is based upon bank prime rates or an index of market interest rates. 
     The rate reflected on the Schedule of Portfolio Investments is the effective rate at December 31, 1995.


See notes to financial statements.

</TABLE>

6
                                    B-100
<PAGE>   406
The One Group Family of Mutual Funds
Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                             AMORTIZED
    AMOUNT                                     SECURITY DESCRIPTION                                                         COST 
- ----------------------------------------------------------------------------------------------------------------------   ---------
<S>                                                                                                                      <C>    
MUNICIPAL SECURITIES (100.8%):
Alabama (1.3%):
            2,650   Alabama Private Colleges & Universities Equipment & Capital, Series A, 5.15%, 7/1/05, 
                    FGIC*.............................................................................................     $  2,650
            4,900   Phenix County, Industrial Development Board  Environmental Improvement Revenue, Mead 
                    Coated Board Project, 3.75%, 12/1/23, LOC: ABN/AMRO Bank*.........................................        4,900
                                                                                                                           --------
                                                                                                                              7,550
                                                                                                                           --------
Arizona (0.3%):
            2,000 Chandler County, Industrial Development Authority  Revenue Bond, Parsons Municipal 
                    Services, Inc.,  4.25%, 12/15/09, LOC: National Westminster Bank*.................................        2,000
                                                                                                                           --------
Arkansas (1.4%):
            8,100 Clark County, Solid Waste Disposal Revenue  Bonds, Reynolds Metals Co. Project, 5.20%, 
                    8/1/22, LOC: Trust Company Bank*..................................................................        8,100
                                                                                                                           --------

Colorado (3.9%):
           15,000 Colorado General Fund Revenue, Tax & Revenue Anticipation Notes,                                                 
                    Series A, 4.50%, 6/27/96............................................................................     15,061
            2,100 Platte River Power Authority, 3.60%, 2/21/96........................................................        2,100
            5,500 Platte River Power Authority, Electric Revenue, Sub Lien, Series S-1,                                            
                    3.75%, 1/24/96, LOC: Morgan Guaranty................................................................      5,500
                                                                                                                           --------
                                                                                                                             22,661
                                                                                                                           --------
Florida (6.3%):
           11,265 Dade County, Solid Waste IDR, Montenay, Dade Ltd. Project,                                                       
                    Series A, 5.10%, 12/1/13, LOC: Banque Paribas*......................................................     11,265
            7,000 Hillsborough, Tampa Airport, 3.85%, 2/13/96, LOC: National                                                       
                    Westminster Bank....................................................................................      7,000
            8,665 Indian Trace Community Development District, Florida - Basin I Water                                             
                    Management Special Tax Bond, 4.90%, 5/1/10, MBIA*...................................................      8,665
           10,000 Putnam County, Development Authority, PCR Bonds, NRU Seminole                                                    
                    Electric, Series 4, 3.75%, 3/15/14**................................................................     10,000
                                                                                                                           --------
                                                                                                                             36,930
                                                                                                                           --------
Georgia (7.2%):
           10,900 Cobb County, Housing Authority, Multifamily Housing Revenue, Pittco                                              
                    Frey Assoc. Project, 5.20%, 6/1/23, LOC: Societe Generale*..........................................     10,900
           12,000 Dekalb Private Hospital Authority, Childrens Hospital, Series A,                                                 
                    5.05%, 3/1/24*......................................................................................     12,000
            8,200 Monroe County Development Authority, PCR Bonds, Georgia Power Co.,                                               
                    Scherer Second Series, 5.50%, 7/1/25*...............................................................      8,200
            6,000 Municipal Electric Authority, 3.90%, 1/2/96...........................................................      6,000
            5,000 Municipal Electric Authority, Project One, Sub-Series E, 3.80%,                                                  
                    1/1/26, LOC: Credit Suisse..........................................................................      5,000
                                                                                                                           --------
                                                                                                                             42,100
                                                                                                                           --------
Idaho (0.9%):
            5,000 State Tax Anticipation Notes, 4.50%, 6/27/96........................................................        5,016
                                                                                                                           --------
Illinois (8.5%):
            2,500 Chicago, GO Bonds, Series A, 3.75%, 10/31/96, LOC: Morgan Guaranty**................................        2,500
           10,900 Chicago O'Hare International Airport, Second Lien, Series B, 5.30%,                                              
                    1/1/18, LOC: Societe General*.......................................................................     10,900
            5,000 City of Jacksonville, Industrial Project Loans, AGI, Inc. Project,                                               
                    5.45%, 2/1/26, LOC: Bank of America, Chicago*.......................................................      5,000
            5,900 Illinois Development Finance Authority Revenue, Special Facility,                                                
                    Little City Foundation, 5.20%, 2/1/19, LOC: LaSalle National Bank*..................................      5,900
            4,700 Illinois Development Finance Authority, Revenue Bonds, Aurora Central                                            
                    Catholic High School, 5.20%, 4/1/24, LOC: Northern Trust Co.*.......................................      4,700
            4,500 Illinois Development Finance Authority, Roosevelt University Project,                                            
                    4.25%, 4/1/25 LOC: American National Bank*..........................................................      4,500
            1,625 Illinois Development Finance Authority, Revenue Bonds, St. Paul's                                                
                    House Project, 3.94%, 2/1/25 LOC: LaSalle National Bank*............................................      1,625

Continued
</TABLE>                                                                     
                                                                        7
                                    B-101
                                                                             

<PAGE>   407
The One Group Family of Mutual Funds
Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                             AMORTIZED
    AMOUNT                                     SECURITY DESCRIPTION                                                         COST 
- ----------------------------------------------------------------------------------------------------------------------   ---------
<S>                                                                                                                      <C>    
MUNICIPAL SECURITIES, CONTINUED:
Illinois, continued:
            2,500 Illinois Educational Facilities Authority Revenue, Northwestern                                                  
                    University, 5.10%, 3/1/28, LOC: Northern Trust*.....................................................     $2,500
            1,000 Illinois Health Facilities Authority, Pooled Series, Series C, 5.20%,                                            
                    8/1/15 LOC: FNB Chicago*............................................................................      1,000
            2,000 Illinois Health Facilities Authority Revenue, Highland Park Hospital,                                            
                    Series A, 4.00%, 10/1/15, FGIC**....................................................................      2,000
            1,900 Illinois Health Facilities Authority, Series E, 1985, Sisters                                                    
                    Hospital, 5.00%, 12/1/14, LOC: Morgan Guaranty*.....................................................      1,900
            3,000 Illinois Health Facilities Authority, Washington & Jane Smith Home,                                              
                    5.20%, 7/1/26, LOC: First Chicago Bank*.............................................................      3,000
            2,460 Lombard, IDR Bonds, Chicago Roll Co. Inc. Project, 5.90%, 2/1/10,                                                
                    LOC: American National Bank*........................................................................      2,460
            2,000 Orland Hills, Illinois Multi-Family Mortgage Revenue, 88th Ave.                                                  
                    Project, 3.85%, 12/1/04 LOC: LaSalle National Bank*.................................................      2,000
                                                                                                                            -------
                                                                                                                             49,985
                                                                                                                            -------
Indiana (10.1%):
           13,700 Gary, Environmental Improvement Revenue, U.S. Steel Corp. Project,                                               
                    4.25%, 7/15/02, LOC: Bank of Nova Scotia*...........................................................     13,700
           11,400 Indiana Health Facility Financing Authority, Rehabilitation Hospital,                                            
                    5.15%, 11/1/20, LOC: Toronto Dominion Bank*.........................................................     11,400
            3,300 Indiana Hospital Equipment Financing Authority, Series A, 5.60%,                                                 
                    12/1/15, Insured: MBIA*.............................................................................      3,300
            3,000 Indianapolis Economic Development Revenue, Childrens Museum Project,                                             
                    5.15%, 10/1/25, LOC: National Bank of Detroit, Indianapolis*........................................      3,000
            4,050 Jasper, Economic Development, Best Chairs, Inc. Project, 5.50%,                                                  
                    3/1/19 LOC: PNC Bank*...............................................................................      4,050
           24,035 Rockport, PCR Bonds, Indiana & Michigan Electric Co., Series A,                                                  
                    5.20%, 8/1/14 LOC: Swiss Bank*......................................................................     24,035
                                                                                                                            -------
                                                                                                                             59,485
                                                                                                                            -------
Louisiana (1.6%):
            4,000 Jefferson Parish, Hospital Service, District #2, 5.15%, 12/1/15,                                                 
                    FGIC*...............................................................................................      4,000
            5,000 Louisiana State Refunding, Series A, 4.20%, 8/1/96....................................................      5,014
                                                                                                                            -------
                                                                                                                              9,014
                                                                                                                            -------
Michigan (6.8%):
            8,900 Michigan Higher Education, Student Loan, Series B, 5.20%, 10/1/13,                                               
                    AMBAC**.............................................................................................      8,900
            2,500 Michigan Municipal Bond Revenue Notes, Series B, 4.50%, 7/3/96........................................      2,509
            1,750 Michigan Strategic Fund, Limited Obligation, Wayne Disposal, Oakland                                             
                    Project, 5.30%, 3/1/05, LOC: Comerica Bank*.........................................................      1,750
            1,000 Michigan Strategic Fund, Limited Obligation Environmental Quality,                                               
                    5.30%, 5/1/05, LOC: Comerica Bank*..................................................................      1,000
           25,585 Michigan Underground Storage Tank, Financial Assurance Authority,                                                
                    Series 1, 5.15%, 12/1/04, LOC: Canadian Imperial Bank*..............................................     25,585
                                                                                                                            -------
                                                                                                                             39,744
                                                                                                                            -------
Minnesota (0.8%):
            1,100 Rochester, Health Care, Mayo Medical Center, Series C, 3.65%, 2/7/96................................        1,100
            1,500 Rochester, Health Care, Mayo Medical Center, Series E, 3.80%, 2/8/96................................        1,500
            2,000 Rochester, Health Care, Mayo Medical Foundation, Mayo Medical Center,                                            
                    Series C, 3.75%, 2/7/96...........................................................................        2,000
                                                                                                                            -------
                                                                                                                              4,600
                                                                                                                            -------
Missouri (0.3%):
            2,000 Missouri Environmental Improvement & Energy Resource Authority, PCR                                              
                    Bonds, Union Electric Co., Series B, 4.00%, 6/1/14, LOC: Union Bank
                    of Switzerland**..................................................................................        2,000
                                                                                                                            -------
Montana (0.6%):
            3,500 Montana Board Investment, Municipal Finance Conservation Act, 4.90%,                                             
                    3/1/09**..........................................................................................        3,500
                                                                                                                            -------
Nevada (2.7%):
            4,000 Clark County, Airport System, Improvement Revenue Bonds, Sub Lien,                                               
                  Series A-1, 5.05%, 7/1/25 LOC: Toronto Dominion Bank*...............................................        4,000

Continued

</TABLE>
8
                                    B-102
<PAGE>   408
The One Group Family of Mutual Funds
Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                                             AMORTIZED
    AMOUNT                                     SECURITY DESCRIPTION                                                         COST 
- ----------------------------------------------------------------------------------------------------------------------   ---------
MUNICIPAL SECURITIES, CONTINUED:
Nevada, continued:
<S>               <C>                                                                                                   <C>    
           10,000 Clark County, IDR Bonds, Nevada Power Co. Project, Series A, 3.90%,                                              
                    10/1/30, LOC: Barclays Bank*......................................................................      $10,000
            2,000 Nevada State GO Bonds, 6.35%, 8/1/96................................................................        2,034
                                                                                                                       ------------
                                                                                                                             16,034
                                                                                                                       ------------
New Mexico (1.2%):
            7,000 Albuquerque, Airport Revenue Sub Lien, 5.05%, 7/1/14, AMBAC*........................................        7,000
                                                                                                                       ------------
New York (1.6%):
            7,500 New York State Energy Research & Development Authority, PCR Bonds,                                               
                    Lilco Project, Series A, 4.70%, 3/1/16, LOC: Deutsche Bank**......................................        7,501
            2,000 Niagara County, American Ref-Fuel, Series 94B, 3.80%, 2/7/96........................................        2,000
                                                                                                                       ------------
                                                                                                                              9,501
                                                                                                                       ------------
North Carolina (0.9%):
            5,000 Raleigh-Durham, Airport Authority, Special Facility Revenue, American                                            
                    Airlines, Series A, 5.95%, 11/1/15, LOC: Royal Bank of Canada*....................................        5,000
                                                                                                                       ------------
North Dakota (1.0%):
            6,000 Mercer County, Solid Waste Disposal Revenue, National Rural Utility,                                             
                    United Power Project U, 3.65%, 12/1/18**..........................................................        6,000
                                                                                                                       ------------
Ohio (8.1%):
            5,300 Columbus Sewer Revenue, 4.95%, 6/1/11*..............................................................        5,300
            6,000 Franklin County, Hospital Revenue, Holy Cross Health Systems, 5.10%,                                             
                    6/1/16*...........................................................................................        6,000
           11,500 Ohio Air Quality Development Authority, 5.50%, 12/1/15, LOC:                                                     
                    J.P. Morgan*......................................................................................       11,500
            6,800 Ohio Air Quality Development Authority, Revenue, JMG Funding Limited                                             
                    Partnership, Series A, 5.00%, 4/1/28, LOC: Societe Generale*......................................        6,800
            7,050 Ohio State University, General Receipts, Series B, 5.05%, 12/1/12,                                               
                    Liquidity Agreement with Ohio State University*...................................................        7,050
            2,700 Ohio Water Development Authority, PCR Bonds, Cleveland Illum,                                                    
                    Series A, 3.75%, 2/6/96...........................................................................        2,700
            5,500 Ohio Water Development Authority, Timken Co. Project, Refunding                                                  
                    Series 1993, 5.10%, 5/1/07, LOC: Wachovia Bank*...................................................        5,500
            2,800 Student Loan Funding Corp., Cincinnati, Student Loan Revenue, Series                                             
                    A-3, 5.25%, 1/1/07, LOC: National Westminster*....................................................        2,800
                                                                                                                       ------------
                                                                                                                             47,650
                                                                                                                       ------------

Pennsylvania (1.0%):
            6,000 Penn State University, 4.00%, 12/18/96..............................................................        6,036
                                                                                                                       ------------

South Carolina (2.8%):
            1,700 Cherokee County, IDR Bonds, Oshkosh Truck Project, 5.25%, 8/1/19,                                                
                    LOC: Bank of Nova Scotia*.........................................................................        1,700
            5,000 South Carolina Public Service Electric Authority, 3.50%, 3/8/96, LOC:                                            
                    NationsBank of North Carolina.....................................................................        5,000
            1,500 South Carolina Capital Improvement, Series B, GO Bonds, 6.80%, 3/1/96...............................        1,508
            8,415 York County, PCR Bonds, North Carolina Electric Project NRU-84N-3,                                               
                    3.75%, 9/15/14, LOC: CFC**........................................................................        8,415
                                                                                                                        -----------
                                                                                                                             16,623
                                                                                                                        -----------
Tennessee (1.5%):
            3,800 Oak Ridge, Industrial Board Economic Development Revenue Bonds,                                                  
                    5.20%, 5/1/09, LOC: ABM/AMRO Bank*................................................................        3,800
            5,000 Shelby County, Health Educational & Housing Facility, Board Hospital                                             
                    Revenue, Methodist Health System, Series C, 3.90%, 8/1/15, MBIA**.................................        5,000
                                                                                                                       ------------
                                                                                                                              8,800
                                                                                                                       ------------
Texas (21.7%):
            4,590 Bexar, Army Retirement, Series 85-B, 3.70%, 7/1/11, LOC: Rabo Bank,                                              
                    Nederland*........................................................................................        4,590
           10,200 Capital Health Facilities Development Corp., Island on Lake Travis                                               
                    Limited Project, 5.20%, 12/1/16, LOC: Credit Suisse*..............................................       10,200
            3,100 Capital Industrial Development Corp., IDR Bonds, W.L. Gore & Assoc.,                                             
                    Inc. Project, 3.40%, 12/1/15, LOC: Morgan Guaranty................................................        3,100
            4,000 Dallas Independent School District, 7.10%, 8/15/96, LOC: Nationsbank                                             
                    of Texas..........................................................................................        4,078

Continued
</TABLE>
                                                                        9
                                    B-103

<PAGE>   409
The One Group Family of Mutual Funds
Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
        PRINCIPAL                                        SECURITY                                                        AMORTIZED
         AMOUNT                                         DESCRIPTION                                                         COST
        --------- ----------------------------------------------------------------------------------------------------   ---------
<S>        <C>                                                                                                              <C>   
MUNICIPAL SECURITIES, CONTINUED:
Texas, continued:
            2,500 Gulf Coast, Industrial Development Authority, Texas Marine Term                                            
                  Revenue, Amoco Oil Co. Project, 3.55%, 6/1/95**.....................................................     $  2,500
            3,500 Gulf Coast Waste Disposal Authority, Amoco Oil Co. Project, 3.85%,                                          
                  4/1/15**............................................................................................        3,500
            7,000 Hockley County, Industrial Development Corp., PCR Bonds, Amoco Oil                                          
                  Co. Project, 3.75%, 5/1/96**........................................................................        7,000
           10,000 Panhandle-Plains, Higher Education Authority, Series 91-A, 5.20%,                                          
                  6/1/21, SLMA*.......................................................................................       10,000
           13,500 Panhandle-Plains, Higher Education Authority, Series A, 5.20%,                                             
                  6/1/23, SLMA*.......................................................................................       13,500
            6,000 Sabine River Authority, PCR Bonds, Utilities Electric Co. Project,                                          
                  Series C, 5.60%, 6/1/30, LOC: Union Bank of Switzerland*............................................        6,000
           16,800 San Antonio, Health Facilities Development Corp., Hospital Revenue,                                        
                  Warm Springs Rehabilitation Foundation, Series A, 5.35%, 6/1/08, LOC:
                  NationsBank, Texas*.................................................................................       16,800
            5,900 San Antonio Housing Finance Corp., Harbor Cove Apartments Project,                                          
                  5.30%, 6/1/06, LOC: Bank of America, Chicago, Illinois*.............................................        5,900
            2,400 State of Texas Transportation, 3.65%, 8/20/96.......................................................        2,400
            4,230 Texas Higher Education Authority, Series B, 5.15%, 12/1/25, FGIC*...................................        4,230
            7,500 Texas Public Finance Authority, Series 93A, 3.75%, 1/17/96..........................................        7,500
           18,000 Texas State Tax & Revenue Anticipation Notes, 4.75%, 8/30/96........................................       18,098
            8,100 Travis County, Housing Finance Corp., Multifamily Housing Revenue,                                          
                  Aspen Hills Apartments Project, 5.20%, 6/1/06, LOC: Bank of America,
                  Chicago, Illinois*..................................................................................        8,100
                                                                                                                       ------------
                                                                                                                            127,496
                                                                                                                       ------------
Utah (0.7%):
            4,100 Salt Lake, Airport Revenue Bonds, Series A, 5.20%, 6/1/98, LOC:                                            
                  Credit Suisse*......................................................................................     $  4,100
                                                                                                                       ------------
Virginia (1.1%):
            1,000 Fairfax County, Series A, GO Bonds, 6.90%, 6/1/08**.................................................        1,033
            5,300 Virginia Public School Authority, Series C, 5.00%, 8/1/96...........................................        5,345
                                                                                                                       ------------
                                                                                                                              6,378
                                                                                                                       ------------
Washington (1.5%):
            3,715 Pierce County, Economic Development Corp., IDR Bonds, McFarland                                             
                  Cascade Project, 5.30%, 10/1/07, LOC: First National Bank of Seattle*...............................        3,715
            5,000 Washington Public Power System, Revenue Bonds, Nuclear Project No. 3,                                       
                  Series 3A-1, 5.10%, 7/1/18 LOC: Bank of America*....................................................        5,000
                                                                                                                       ------------
                                                                                                                              8,715
                                                                                                                       ------------
West Virginia (1.8%):
            2,400 Marion County, Community Solid Waste Disposal Facility, 5.15%,                                             
                  10/1/17, LOC: National Westminster Bank*............................................................        2,400
            4,700 Marion County, Community Solid Waste Disposal Facility, 5.25%,                                              
                  10/1/17, LOC: National Westminster Bank*............................................................        4,700
            3,300 West Virginia Public Energy Authority, Energy Revenue, Morgantown                                           
                  Assoc. Project, 3.70%, 2/12/96, LOC: Swiss Bank.....................................................        3,300
                                                                                                                       ------------
                                                                                                                             10,400
                                                                                                                       ------------
Wisconsin (2.8%):
            1,460 Milwaukee, Series BQ, GO Bonds, 6.00%, 7/15/96......................................................        1,479
           14,800 Wisconsin State Operating Notes, 4.50%, 6/17/96.....................................................       14,853
                                                                                                                       ------------
                                                                                                                             16,332
                                                                                                                       ------------
</TABLE>

Continued

10
                                     B-104


<PAGE>   410
The One Group Family of Mutual Funds
Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
        PRINCIPAL                                        SECURITY                                                        AMORTIZED
         AMOUNT                                         DESCRIPTION                                                         COST
        --------- ----------------------------------------------------------------------------------------------------   ---------
<S>        <C>                                                                                                              <C>   
MUNICIPAL SECURITIES, CONTINUED:
Wyoming (0.4%):
            2,500 Uinta County, PCR Bonds, Adjustable Rate-Amoco Standard Oil Co.,                                           
                  3.98%, 12/1/12*.....................................................................................     $  2,505
                                                                                                                       ------------
   Total Municipal Securities                                                                                               591,255
                                                                                                                       ------------
   Total (Cost-$591,255)(a)                                                                                                $591,255
                                                                                                                       ============
<FN>
- -----------
Percentages indicated are based on net assets of $586,490.

(a) Cost and value for federal income tax and financial reporting purposes
    are the same. 

 *  Variable rate securities having liquidity sources through bank letters
    of credit and/or liquidity arrangements. The interest rate, which will
    change periodically, is based upon bank prime rates or an index of
    market interest rates. The rate reflected on the Schedule of Portfolio
    Investments is the rate in effect on December 31, 1995. 

**  Put and demand features exist allowing the Fund to require the 
    repurchase of the investments within variable time periods of less than
    one year.

AMBAC    -   Insured by American Municipal Bond Assurance Corp.
CFC      -   Insured by Commodities Futures Commission
FGIC     -   Insured by Financial Guarantee Insurance Corp.
GO       -   General Obligation
IDR      -   Industrial Development Revenue
LOC      -   Collateralized by letters of credit issued by foreign or
             domestic banks or organizations 
MBIA     -   Insured by Municipal Bond Insurance Association 
PCR      -   Pollution Control Revenue 
SLMA     -   Insured by Student Loan Marketing Association
</TABLE>


See notes to financial statemnents.

                                                                        11
                                    B-105
<PAGE>   411
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
        PRINCIPAL                                        SECURITY                                                        AMORTIZED
         AMOUNT                                         DESCRIPTION                                                         COST
        --------- ----------------------------------------------------------------------------------------------------   ---------
<S>      <C>                                                                                                              <C>   
MUNICIPAL SECURITITES (99.6%):
Ohio (96.1%):
          3,050 Clermont County Hospital Facilities, Series B, 5.10%, 12/1/15, MBIA*..................................       $3,050
          4,700 Columbus Sewer System, Revenue Bonds, 4.95%, 6/1/11*..................................................        4,700
          1,600 Cuyahoga County IDR Bonds, Series 1985, 5.05%, 12/1/15, LOC: Union                                            
                Bank of Switzerland*..................................................................................        1,600
            300 Cuyahoga County IDR Bonds, Series 1987, 5.20%, 4/1/12, LOC: Dresdner                                            
                Bank*.................................................................................................          300
          1,500 Franklin County Hospital Authority, 5.15%, 5/1/15, LOC: National Bank                                         
                of Detroit*...........................................................................................        1,500
          1,800 Franklin County Hospital Revenue, Holy Cross Health Systems, 5.10%,                                           
                6/1/16*...............................................................................................        1,800
          1,700 Franklin County IDR, Inland Products, Inc. Project, 5.50%, 6/1/04*....................................        1,700
          2,000 Geauga County IDR, 4.90%, 4/1/04*.....................................................................        2,000
          1,000 Greater Cleveland Regional Transit Authority, 4.10%, 4/10/96..........................................        1,001
            500 Hamilton County Economic Development Revenue, 3.75%, 6/15/05*.........................................          500
          2,000 Hamilton County Hospital Revenue, 3.90%, 2/15/24*.....................................................        2,000
          2,900 Hillsboro IDR, TD Manufacturing Co., 5.50%, 6/1/97, LOC: Sanwa Bank*..................................        2,900
            500 Montgomery County, 5.25%, 5/15/25*....................................................................          500
          1,700 Ohio Air Quality Development Authority, 3.75%, 1/2/96.................................................        1,700
          3,100 Ohio Air Quality Development Authority, 5.50%, 12/1/15, LOC:                                                  
                J.P. Morgan*..........................................................................................        3,100
          4,500 Ohio Air Quality Development Authority, JMG Co., 5.00%, 4/1/28, LOC:                                          
                Societe Generale*.....................................................................................        4,500
          4,425 Ohio Air Quality Development Authority, Series B, Refunding Revenue                                           
                Bonds, 2/7/96, FGIC...................................................................................        4,425
          3,000 Ohio Air Quality Development Authority Bonds, Series 1992, Timken Co.,                                        
                5.10%, 6/1/01, LOC: Credit Suisse*....................................................................        3,000
          1,000 Ohio Court Street Center, 3.55%, 10/1/98, LOC: Provident Bank*........................................        1,000
          2,850 Ohio Higher Education Facilities Commission, Oberlin College Project,                                         
                5.00%, 10/1/15 LOC: Bank of Tokyo*....................................................................        2,850
          1,000 Ohio Higher Education Facilities, Mount Union College Project, 5.15%,                                        
                5/1/11*...............................................................................................        1,000
          1,500 Ohio Highway, GO, 3.75%, 5/15/96......................................................................        1,502
          3,400 Ohio Housing Finance Agency, Multi Family Housing Revenue Bonds,                                              
                3.90%, 12/1/15 LOC: Morgan Guaranty Bank*.............................................................        3,400
          1,900 Ohio Natural Resources Facilities, 4.20%, 10/1/96.....................................................        1,906
          1,000 Ohio School Districts Cash Flow, 4.52%, 6/28/96.......................................................        1,003
            500 Ohio State University, Series B-85, 5.50%, 12/1/01, SBPA: National                                              
                Westminster Bank*.....................................................................................          500
          3,000 Ohio Water Development Authority, Series 1992, Timken Co., 5.10%,                                             
                6/1/01, LOC: Credit Suisse*...........................................................................        3,000
          2,500 Ohio Water Development Authority, 4.25%, 1/9/96, FGIC.................................................        2,500
          1,400 Ohio Water Development Authority, 3.50%, 2/9/96.......................................................        1,400
          1,000 Ohio Water Development Authority, 3.40%, 2/15/96......................................................        1,000
          1,000 Ross County Hospital Facilities, 5.15%, 12/1/20, LOC: Fifth Third                                             
                Bank*.................................................................................................        1,000
          3,900 Saint Mary's IDR, 5.80%, 12/1/01, LOC: Industrial Bank of Japan*......................................        3,900
          1,000 Shaker Heights, 4.30%, 10/18/96.......................................................................        1,003
          2,000 Student Loan Funding Corp., Cincinnati, Series A-2, 5.25%, 1/1/07,                                            
                LOC: National Westminster Bank*.......................................................................        2,000
          4,000 Summit County, 5.00%, 3/7/96..........................................................................        4,002
          2,000 Toledo, (Lucas County), 3.65%, 2/13/96................................................................        2,000
          1,300 Toledo, (Lucas County), 3.75%, 1/12/96, LOC: Bank of Nova Scotia......................................        1,300
          2,400 Toledo, (Lucas County), Port Authority, 3.75%, 2/7/96, LOC: Bank of                                           
                Nova Scotia...........................................................................................        2,400
          1,300 University of Cincinnati, Ohio General Receipts, 5.00%, 3/21/96.......................................        1,301
            438 Warren County, 4.58%, 9/5/96..........................................................................          440
          2,100 Wooster IDR, Allen Group, 5.05%, 12/1/10, LOC: Dresdner Bank*.........................................        2,100
                                                                                                                       ------------
   Total Ohio                                                                                                                82,783
                                                                                                                       -------------
</TABLE>


Continued

12
                                    B-106


<PAGE>   412
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>   
        PRINCIPAL                                        SECURITY                                                        AMORTIZED
         AMOUNT                                         DESCRIPTION                                                         COST
        --------- ----------------------------------------------------------------------------------------------------   ---------
<S>      <C>                                                                                                              <C>   
MUNICIPAL SECURITIES, CONTINUED
Puerto Rico (3.5%):
          2,000 Government Development Bank                                                                                  
                Puerto Rico, 3.65%, 1/11/96...........................................................................       $2,000
          1,000 Government Development Bank                                                                                   
                Puerto Rico, 3.40%, 1/12/96...........................................................................        1,000
                                                                                                                       ------------
   Total Puerto Rico                                                                                                          3,000
                                                                                                                       -------------
   Total Municipal Securities                                                                                                85,783
                                                                                                                       -------------
   Total Investments (Cost-$85,783)(a)                                                                                      $85,783
                                                                                                                       ============
<FN>
 -----------
 Percentages indicated are based on net assets of $86,125.

(a) Cost and value for federal income tax and financial reporting purposes are
    the same. 
*   Variable rate securities having liquidity sources through bank letters of 
    credit and/or liquidity arrangements. The interest rate, which will change 
    periodically, is based upon bank prime rates or an index of market interest 
    rates. The rate reflected on the Schedule of Portfolio Investments is the 
    effective rate at December 31, 1995.

FGIC      Insured by Financial Guarantee Insurance Company
GO        General Obligation
IDR       Industrial Development Revenue
LOC       Collateralized by letters of credit issued by foreign or domestic
          banks or organizations
MBIA      Insured by Municipal Bond Insurance Association
SBPA      Standby Bond Purchase Agreement
</TABLE>

See notes to financial statements.

                                                                        13

                                     B-107


<PAGE>   413
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                          DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION
                                                                                    (Amounts in Thousands except
                                                                                         Per Share Amounts)
                                                                                                                         OHIO
                                                                   U.S. TREASURY        PRIME          MUNICIPAL       MUNICIPAL
                                                                     SECURITIES         MONEY            MONEY           MONEY
                                                                    MONEY MARKET       MARKET           MARKET          MARKET
                                                                       FUND             FUND              FUND           FUND
                                                                   --------------      ------          ---------       ---------
<S>                                                                  <C>               <C>               <C>            <C>
ASSETS:
Investments, at value ..........................................     $  293,705        $2,079,043        $591,255        $85,783
Repurchase agreements ..........................................      1,125,000           334,721
                                                                     ----------        ----------        --------        -------
                                                                      1,418,705         2,413,764         591,255         85,783
Cash ...........................................................              4                               141
Interest receivable ............................................          4,804             6,761           3,769            626
Receivable from brokers for
   investments sold ............................................                                              350
Receivable from advisor ........................................            175               227              96             23
Organizational expenses and other
   assets ......................................................                                                               2
Prepaid expenses ...............................................             34                66              13             81
                                                                     ----------        ----------        --------        -------
TOTAL ASSETS ..................................................       1,423,722         2,420,818         595,624         86,515
                                                                     ----------        ----------        --------        -------
LIABILITIES:
Dividends payable ..............................................          6,371            11,302           1,904            335
Cash overdraft .................................................                                                              22
Accrued expenses and other payables:
      Investment advisory fees .................................            415               723             179             29
      Administration fees ......................................            226               397              96             16
      12b-1 fees (Class A) .....................................             20                60              14             11
      Other ....................................................             79               258              39        
                                                                     ----------        ----------        --------        -------
TOTAL LIABILITIES ..............................................          7,111            12,740           2,232            413
                                                                     ----------        ----------        --------        -------
NET ASSETS:
Capital ........................................................      1,416,611         2,408,104         593,523         86,102
Undistributed (distributions in
   excess of) net investment income ............................             43                 7            (128)
Accumulated undistributed net
   realized losses from investment
   transactions ................................................            (43)              (33)             (3)
                                                                     ----------        ----------        --------        -------
NET ASSETS .....................................................     $1,416,611        $2,408,078        $593,392        $86,102
                                                                     ==========        ==========        ========        =======
Net Assets
      Fiduciary ................................................    $1,324,617         $2,125,496        $526,145        $41,715
      Class A ..................................................        91,994            282,582          67,247         44,387
                                                                    ----------         ----------        --------        -------
           Total ...............................................    $1,416,611         $2,408,078        $593,392        $86,102
                                                                    ===========        ==========        ========        =======
Outstanding shares of beneficial
   interest
      Fiduciary ................................................     1,324,614          2,125,522         526,262         41,714
      Class A...................................................        91,995            282,582          67,261         44,388
                                                                    ----------         ----------        --------        -------
           Total................................................     1,416,609          2,408,104         593,523         86,102
Net asset value-offering and
   redemption price per share
   (Fiduciary and Class A shares)...............................         $1.00              $1.00           $1.00          $1.00
                                                                    ==========         ==========        ========        =======
Investments, at cost............................................    $1,418,705         $2,413,764        $591,255        $85,783
                                                                    ==========         ==========        ========        =======
</TABLE>

See notes to financial statements.

14
                                     B-108


<PAGE>   414
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS             FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                                     Ohio
                                                                    U.S. Treasury      Prime      Municipal        Municipal
                                                                      Securities       Money        Money            Money
                                                                     Money Market      Market       Market           Market
                                                                         Fund           Fund         Fund             Fund
                                                                    -------------    ---------    ----------       ----------
<S>                                                                     <C>            <C>            <C>            <C>
INVESTMENT INCOME:
Interest income.................................................        $38,495        $70,435        $11,398         $1,768
Dividend income.................................................                                          184              9
                                                                        -------        -------        -------         ------
TOTAL INCOME....................................................         38,495         70,435         11,582          1,777
                                                                        -------        -------        -------         ------
EXPENSES:
Investment advisory fees........................................          2,300          4,097          1,039            159
Administration fees.............................................          1,099          1,959            497             76
12b-1 fees (Class A)............................................            161            438            115             76
Custodian and accounting fees...................................             60             75             41              6
Legal and audit fees............................................            112            189             95             10
Trustees' fees and expenses.....................................             14             23             11              1
Transfer agent fees.............................................             30            103             49             37
Registration and filing fees....................................             67             96             50             11
Printing costs..................................................             20             33             22              2
Other...........................................................             60             14             17              4
                                                                        -------        -------        -------         ------
Total expenses before waivers/reimbursements....................          3,923          7,027          1,936            382
Less waivers/reimbursements.....................................         (1,005)        (1,624)          (624)          (148)
                                                                        -------        -------        -------         ------
NET EXPENSES....................................................          2,918          5,403          1,312            234
                                                                        -------        -------        -------         ------
Net Investment Income...........................................         35,577         65,032         10,270          1,543
                                                                        -------        -------        -------         -------
REALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains (losses) from
   investment transactions......................................            (18)             3             (3)
                                                                        -------        -------        -------         -------
Change in net assets resulting from                                               
   operations...................................................        $35,559        $65,035        $10,267         $1,543 
                                                                        =======        =======        =======         ======
</TABLE>

See notes to financial statements.

                                                                        15

                                     B-109


<PAGE>   415
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands)
                                        U.S. TREASURY SECURITIES  PRIME MONEY MARKET   MUNICIPAL MONEY MARKET  OHIO MUNICIPAL MONEY
                                          MONEY MARKET FUND              FUND                   FUND                MARKET FUND
                                        ------------------------ -------------------  -----------------------  --------------------
                                        SIX MONTHS    YEAR        SIX MONTHS    YEAR    SIX MONTHS     YEAR    SIX MONTHS     YEAR
                                          ENDED      ENDED          ENDED       ENDED     ENDED       ENDED      ENDED       ENDED
                                        DECEMBER 31, JUNE 30,    DECEMBER 31,  JUNE 30, DECEMBER 31, JUNE 30,  DECEMBER 31, JUNE 30,
                                           1995       1995          1995        1995      1995        1995        1995        1995
                                        ------------ --------    ------------  -------- ------------  -------  ----------- ---------
                                        (Unaudited)              (Unaudited)            (Unaudited)            (Unaudited)
<S>                                  <C>            <C>        <C>           <C>       <C>          <C>       <C>         <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:                                                                                                 
  Net investment income...............$   35,577     $ 59,506    $ 65,032   $ 103,272    $  10,270  $  16,629  $   1,543   $  2,785
  Net realized gains (losses)                                                                                 
   from investment transactions.......       (18)          14           3                       (3)      (126)
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
Change in net assets resulting from                                                                           
  operations..........................    35,559       59,520      65,035     103,272       10,267     16,503      1,543      2,785
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
                                                                                                              
DISTRIBUTIONS TO FIDUCIARY                                                                                    
 SHAREHOLDERS:                                                                                                
  From net investment income..........   (33,176)     (56,332)    (58,342)    (96,873)      (9,198)   (15,228)      (824)    (1,535)
  In excess of net investment                                                                                 
     income...........................                                                                    (43)                  
  From net realized gains from                                                                                
     investment transactions..........                                                          (4)           
DISTRIBUTIONS TO CLASS A                                                                                      
 SHAREHOLDERS:                                                                                                
  From net investment income..........    (2,385)      (3,144)     (6,663)     (6,244)      (1,061)    (1,358)      (709)    (1,240)
  In excess of net investment                                                                                 
     income..............                                 (30)                   (142)                                          (10)
DISTRIBUTIONS TO                                                                                              
 SERVICE SHAREHOLDERS (A):                                                                                    
  From net investment income..........                                            (13)                        
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
Change in net assets from                                                                                     
 shareholder distributions............   (35,561)     (59,506)    (65,005)   (103,272)     (10,263)   (16,629)    (1,533)    (2,785)
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
CAPITAL TRANSACTIONS:                                                                                         
  Proceeds from shares issued........  1,764,247    3,158,947   2,477,604   4,749,069      809,238  1,502,281    165,253    376,500
  Dividends reinvested...............      2,114        4,531       6,297      13,261          915      2,064        578      1,226
  Cost of shares redeemed............ (1,626,562)  (2,909,428) (2,243,237) (4,270,622)    (711,026) 1,404,255)  (167,335)  (382,861)
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
Change in net assets from share                                                                     
 transactions.......................     139,799      254,050     240,664     491,708       99,127    100,090     (1,504)    (5,135)
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
Change in Net Assets................     139,797      254,064     240,694     491,708       99,131     99,964     (1,494)    (5,135)
NET ASSETS:
  Beginning of period...............   1,276,814    1,022,750   2,167,384   1,675,676      494,261    394,297     87,596     92,731
                                      ----------   ----------  ----------  ----------    ---------  ----------  ---------- --------
  End of period.....................  $1,416,611   $1,276,814  $2,408,078  $2,167,384    $ 593,392  $ 494,261  $  86,102   $ 87,596
                                      ==========   ==========  ==========  ==========    =========  =========  =========   ========
SHARE TRANSACTIONS:
  Issued............................   1,764,247    3,158,947   2,477,604   4,749,069      809,238   1,502,281   165,253    376,500
  Reinvested........................       2,114        4,531       6,297      13,261          915       2,064       578      1,226
  Redeemed..........................  (1,626,562)  (2,909,428) (2,243,237) (4,270,622)    (711,026) (1,404,255) (167,335)  (382,861)
                                      ==========   ==========  ==========  ==========    =========  ==========  =========  ========
Change in shares...................      139,799      254,050    240,664      491,708       99,127     100,090     (1,504)   (5,135)
                                      ==========   ==========  ==========  ==========    =========  ==========  =========  ========
Undistributed (distributions in 
 excess of) net investment income 
 included in net assets:
  End of period..............         $       43   $       27  $        7  $      (20)   $    (128) $     (139)            $    (10)
                                      ==========   ==========  ==========  ==========    =========  ==========  =========  ========
<FN>
- -----------

(a) The Service Shares commenced offering on January 17, 1994, when they were
    designated as "Retirement" Shares. On April 4, 1995, the name of the
    Retirement Shares was changed to "Service" Shares. As of May 2, 1995,
    Service Shares transferred to Class A Shares, and as of June 30, 1995, there
    were no shareholders in the Service Class.

</TABLE>

See notes to financial statements.

16                              
                                     B-110
<PAGE>   416
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                DECEMBER 31, 1995
(Unaudited)


1. ORGANIZATION: 

   The One Group (the "Trust") is registered under the Investment Company
   Act of 1940, as amended (the "1940 Act"), as an open-end investment company
   established as a Massachusetts business trust. The Trust is registered to
   offer four classes of shares: Fiduciary, Class A, Class B and Service. The
   Trust currently consists of twenty-three funds. The accompanying financial
   statements and financial highlights are those of the Prime Money Market
   Fund, the U.S. Treasury Securities Money Market Fund, the Municipal Money
   Market Fund, and the Ohio Municipal Money Market Fund (individually, a
   "Fund"; collectively, the "Funds") only. The Prime Money Market Fund and the
   U.S. Treasury Securities Money Market Fund are each offered in Fiduciary
   Class, Class A and Service Class Shares. As of December 31, 1995, there were
   no Service Class shareholders. The Municipal Money Market Fund and the Ohio
   Municipal Money Market Fund are each offered in Fiduciary Class and Class A
   Shares. Each Fund is a diversified mutual fund, except for the Ohio
   Municipal Money Market Fund, which is non-diversified.

   The Trust entered into an Agreement and Plan of Reorganization (the
   "Agreement") with The Paragon Portfolio ("Paragon"), a Massachusetts
   business trust. The Agreement contemplates the transfer of all of the assets
   and liabilities of each Paragon Fund in exchange for shares of the
   corresponding One Group Fund. The Trustees of Paragon intend to seek
   approval of the Agreement at a special shareholder meeting to be held March
   25, 1996. 

2. SIGNIFICANT ACCOUNTING POLICIES: 

   The following is a summary of significant accounting policies in
   conformity with generally accepted accounting principles consistently
   followed by the Trust in preparation of its financial statements. The
   policies are in conformity with generally accepted accounting principles. 

     SECURITY VALUATION 

     Securities are valued utilizing the amortized cost method permitted in
     accordance with Rule 2a-7 under the 1940 Act. Under the amortized cost
     method, discount or premium is amortized on a constant basis to the
     maturity of the security. In addition, the Funds may not (a) purchase
     any instrument with a remaining maturity greater than thirteen months
     unless such instrument is subject to a demand feature, or (b)
     maintain a dollar-weighted-average maturity which exceeds 90 days.

     REPURCHASE AGREEMENTS

     The Funds may invest in repurchase agreements with institutions that the 
     Fund's investment adviser has determined  are creditworthy. Each 
     repurchase agreement is recorded at cost. The Fund requires that the 
     securities purchased in a repurchase transaction be transferred to the 
     custodian in a manner sufficient to enable the Fund to obtain those 
     securities in the event of a counterparty default. The seller, under the
     repurchase agreement, is required to maintain the value of the securities
     held at not less than the repurchase price, including accrued interest.

     SECURITY TRANSACTIONS AND RELATED INCOME 

     Security transactions are accounted for on a trade date basis. Net 
     realized gains or losses on sales of securities are determined on the 
     specific identification cost method. Interest income and expenses are 
     recognized on the accrual basis. Interest income, including any discount 
     or premium, is accrued as earned using the effective interest method. 

Continued
                                                                        17

                                    B-111
<PAGE>   417
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

     SECURITIES LENDING 

     To general additional income, the Funds may lend up to 33% of
     securities in which they are invested pursuant to agreements requiring
     that the loan be continuously secured by cash, U.S. Government or U.S.
     Government Agency securities, shares of an investment trust or mutual
     fund, or any combination of cash and such securities as collateral equal
     at all times to at least 100% of the market value plus accrued interest on
     the securities lent. The Funds continue to earn interest on securities
     lent while simultaneously seeking to earn interest on the investment of
     collateral. Collateral is marked to market daily to provide a level of
     collateral at least equal to the market value of securities lent. There
     may be risks of delay in recovery of the securities or even loss of rights
     in the collateral should the borrower of the securities fail financially.
     However, loans will be made only to borrowers deemed by the Adviser to be
     of good standing and credit worthy under guidelines established by the
     Board of Trustees and when, in the judgment of the Adviser, the
     consideration which can be earned currently from such securities loans
     justifies the attendant risk. Loans are subject to termination by the
     Funds or the borrower at any time, and are, therefore, not considered to
     be illiquid investments. As of December 31, 1995, the following Funds had
     securities with the following market values on loan (amounts in
     thousands):

     
<TABLE>
<CAPTION>
                                                             MARKET VALUE OF
                                                            LOANED SECURITIES
                                                            -----------------
<S>                                                         <C>
       U.S. Treasury Securities Money Market Fund .........      $113,969

</TABLE>
                
     EXPENSES

     Expenses directly attributable to a Fund are charged directly to that
     Fund, while the expenses which are attributable to more than one fund of
     the Trust are allocated among the respective Funds. Each class of shares
     bears its pro-rata portion of expenses attributable to its series, except
     that each class separately bears expenses related specifically to that
     class, such as distribution fees.

     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

     Dividends from net investment income are declared daily and paid
     monthly. Net income for this purpose consists of interest accrued and
     discount earned (including both original issue discount and market
     discount) less amortization of any market premium and accrued expenses.
     Net realized capital gains, if any, are distributed at least annually.
     Dividends are declared separately for each class. No class has
     preferential dividend rights; differences in per share dividend rates are
     generally due to differences in separate class expenses. 
     
     Distributions from net investment income and from net capital gains are
     determined in accordance with income tax regulations which may differ from
     generally accepted accounting principles. These differences are primarily
     due to differing treatments of expiring capital loss carryforwards and
     deferrals of certain losses. Permanent book and tax basis differences,
     which affect shareholder distributions, have been reclassified to
     additional paid-in capital.

     ORGANIZATION COSTS

     Costs incurred by the Trust in connection with its organization,
     including the fees and expenses of registering and qualifying its shares
     for distribution have been deferred and are being amortized using the
     straight-line method over a period of five years beginning with the
     commencement of each Fund's operations. All such costs, which are
     attributable to more than one fund, have been allocated among the funds of
     the Trust pro-rata, based on the relative net assets of each fund. In the
     event that any of the initial shares are redeemed 

Continued

18

                                    B-112
<PAGE>   418
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

     during such period by any holder thereof, the related Fund will be
     reimbursed by such holder for any unamortized organization costs in the
     proportion as the number of initial shares being redeemed bears to the
     number of initial shares outstanding at the time of redemption. 

     FEDERAL INCOME TAXES

     Each Fund intends to continue to qualify as a regulated investment
     company by complying with the provisions available to certain investment
     companies as defined in applicable sections of the Internal Revenue Code,
     and to make distributions of net investment income and net realized
     capital gains sufficient to relieve it from all, or substantially all,
     federal income taxes. 

     ESTIMATES

     The preparation of financial statements requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of income and expenses for the period. Actual results could differ
     from those estimates.

3. SHARES OF BENEFICIAL INTEREST: 

   The Trust has an unlimited number of shares of beneficial interest,
   with no par value which may, without shareholder approval, be divided into
   an unlimited number of series of such shares and any series may be
   classified or reclassified into one or more classes. Currently, shares of
   the Trust are registered to be offered through twenty-nine series and four
   classes: Fiduciary, Class A, Class B and Service. Shareholders are entitled
   to one vote for each full share held and will vote in the aggregate and not
   by class or series, except as otherwise expressly required by law or when
   the Board of Trustees has determined that the matter to be voted on affects
   only the interest of shareholders of a particular class or series. The
   following is a summary of transactions in Fund shares for the periods ended
   December 31, 1995 and June 30, 1995:


Continued
                                                                        19

                                    B-113

<PAGE>   419

The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                        (Amounts in Thousands)

                                             U.S. TREASURY SECURITIES
                                                MONEY MARKET FUND          PRIME MONEY MARKET FUND
                                            --------------------------    --------------------------  
                                            SIX MONTHS        YEAR         SIX MONTHS        YEAR
                                               ENDED          ENDED           ENDED          ENDED
                                            DECEMBER 31,     JUNE 30,     DECEMBER 31,     JUNE 30,
                                               1995           1995            1995           1995
                                            -----------    -----------    -----------    -----------  
                                            (UNAUDITED)                   (UNAUDITED)
<S>                                        <C>             <C>           <C>            <C>            
CAPITAL TRANSACTIONS:                                                                              
FIDUCIARY SHARES:                                                                                  
                                                                                                   
      Proceeds from shares issued ..        $ 1,586,193    $ 2,783,997    $ 1,888,343    $ 3,951,914  
      Dividends reinvested .........                180          1,467          1,040          7,187  
      Shares redeemed ..............         (1,439,829)    (2,576,713)    (1,729,305)    (3,594,562) 
                                            -----------    -----------    -----------    -----------  
      Change in net assets from                                                                    
       Fiduciary share transactions ..      $   146,544    $   208,751    $   160,078    $   364,539  
                                            ===========    ===========    ===========    ===========  
CLASS A SHARES:                                                                                    
      Proceeds from shares issued ..        $   178,054    $   374,950    $   589,261    $   796,201  
      Dividends reinvested .........              1,934          3,064          5,257          6,061  
      Shares redeemed ..............           (186,733)      (332,715)      (513,932)      (675,053) 
                                            -----------    -----------    -----------    -----------  
      Change in net assets from                                                                    
       Class A share transactions ..        $    (6,745)   $    45,299    $    80,586    $   127,209  
                                            ===========    ===========    ===========    ===========  
SERVICE SHARES:                                                                                    
      Proceeds from shares issued ..                                                     $       954
      Dividends reinvested .........                                                              13
      Shares redeemed ..............                                                          (1,007)
                                            -----------    -----------    -----------    -----------  
      Change in net assets from                                                                    
      Service share transactions ..                                                      $       (40) 
                                            ===========    ===========    ===========    ===========  
SHARE TRANSACTIONS:                                                                                
FIDUCIARY SHARES:                                                                                  
      Issued .......................          1,586,193      2,783,997      1,888,343      3,951,914  
      Reinvested ...................                180          1,467          1,040          7,187  
      Redeemed .....................         (1,439,829)    (2,576,713)    (1,729,305)    (3,594,562) 
                                            -----------    -----------    -----------    -----------  
      Change in Fiduciary Shares ..             146,544        208,751        160,078        364,539  
                                            ===========    ===========    ===========    ===========  
CLASS A SHARES:                                                                                    
      Issued .......................            178,054        374,950        589,261        796,201  
      Reinvested ...................              1,934          3,064          5,257          6,061  
      Redeemed .....................           (186,733)      (332,715)      (513,932)      (675,053) 
                                            -----------    -----------    -----------    -----------  
      Change in Class A Shares .....             (6,745)        45,299         80,586        127,209  
                                            ===========    ===========    ===========    ===========  
SERVICE SHARES:                                                                                    
      Issued .......................                                                             954  
      Reinvested ...................                                                              13  
      Redeemed .....................                                                          (1,007) 
                                            -----------    -----------    -----------    -----------  
      Change in Service Shares......                                                             (40) 
                                            ===========    ===========    ===========    ===========  

</TABLE>

Continued

20

                                     B-114
<PAGE>   420

The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                        (Amounts in Thousands)

                                             MUNICIPAL MONEY MARKET          OHIO MUNICIPAL MONEY
                                                       FUND                       MARKET FUND
                                            --------------------------    --------------------------  
                                            SIX MONTHS        YEAR         SIX MONTHS        YEAR
                                               ENDED          ENDED           ENDED          ENDED
                                            DECEMBER 31,     JUNE 30,     DECEMBER 31,     JUNE 30,
                                               1995           1995            1995           1995
                                            -----------    -----------    -----------    -----------  
                                            (UNAUDITED)                   (UNAUDITED)
<S>                                        <C>             <C>           <C>            <C>            
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
      Proceeds from shares issued ..        $   637,636    $ 1,202,916    $    73,264    $   182,275  
      Dividends reinvested .........                 70            738             27             41  
      Shares redeemed ..............           (549,300)    (1,118,500)       (83,383)      (185,885) 
                                            -----------    -----------    -----------    -----------  
      Change in net assets from                                                                    
       Fiduciary share transactions ..      $    88,406    $    85,154    $   (10,092)   $    (3,569) 
                                            ===========    ===========    ===========    ===========
CLASS A SHARES:                                                                                    
      Proceeds from shares issued ..        $   171,602    $   299,365    $    91,989    $   194,225  
      Dividends reinvested .........                845          1,326            551          1,185  
      Shares redeemed ..............           (161,726)      (285,755)       (83,952)      (196,976) 
                                            -----------    -----------    -----------    -----------  
      Change in net assets from                                                                    
       Class A share transactions ..        $    10,721    $    14,936    $     8,588    $    (1,566) 
                                            ===========    ===========    ===========    ===========
SHARE TRANSACTIONS:                                                                                
FIDUCIARY SHARES:                                                                                  
      Issued .......................            637,636      1,202,916         73,264        182,275  
      Reinvested ...................                 70            738             27             41  
      Redeemed .....................           (549,301)    (1,118,500)       (83,383)      (185,885) 
                                            -----------    -----------    -----------    -----------  
      Change in Fiduciary Shares ..              88,406         85,154        (10,092)        (3,569) 
                                            ===========    ===========    ===========    ===========
CLASS A SHARES:                                                                                    
      Issued .......................            171,602        299,365         91,989        194,225  
      Reinvested ...................                845          1,326            551          1,185  
      Redeemed .....................           (161,726)      (285,755)       (83,952)      (196,976) 
                                            -----------    -----------    -----------    -----------  
      Change in Class A Shares .....             10,721         14,936          8,588         (1,566) 
                                            ===========    ===========    ===========    ===========

</TABLE>

Continued

                                                                        21

                                     B-115
<PAGE>   421

The One Group Family of Mutual Funds
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                     DECEMBER 31, 1995

4. INVESTMENT ADVISORY, ADMINISTRATION, AND DISTRIBUTION AGREEMENTS:

   The Trust and Banc One Investment Advisors Corporation (the "Adviser") are
   parties to an investment advisory agreement under which the Adviser is
   entitled to receive an annual fee, computed daily and paid monthly, equal to
   0.35% of the average daily net assets of the U.S. Treasury Securities Money
   Market Fund, the Prime Money Market Fund, and the Municipal Money Market
   Fund and 0.30% of the average daily net assets of the Ohio Municipal
   Money Market Fund.

   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administration agreement under which the Administrator provides services for
   a fee that is computed daily and payable monthly at an annual rate of 0.20%
   of each fund's average daily net assets on the first $1.5 billion of Trust
   net assets (excluding the Treasury Only Money Market Fund and the Government
   Money Market Fund - the "Institutional Money Market Funds"); 0.18% on the
   next $0.5 billion of Trust net assets (excluding the Institutional Money
   Market Funds); and 0.16% on Trust net assets (excluding the Institutional
   Money Market Funds) over $2 billion. The Adviser also serves as
   Sub-Administrator to each fund of the Trust, pursuant to an agreement
   between the Administrator and the Adviser. Pursuant to this agreement, the
   Adviser performs many of the Administrator's duties, for which the Adviser
   receives a fee paid by the Administrator. Prior to November 30, 1995, The
   Shareholder Services Group d/b/a 440 Financial served as administrator of
   each Fund under essentially the same terms as the current administration
   agreement.

   The Trust and The One Group Services Company (the "Distributor") are parties
   to a distribution agreement under which shares of the Funds are sold on a
   continuous basis. Class A shares and Service Class shares are subject to a
   distribution and shareholder services plan (the "Plan") pursuant to Rule
   12b-1 under the 1940 Act. As provided in the Plan, the Trust will pay the
   Distributor a fee of 0.35% of the average daily net assets of Class A shares
   of each of the Funds and 0.75% of the average daily net assets of the
   Service Class shares of each of the Funds. Currently, the Distributor has
   voluntarily agreed to limit payments under the Plan to 0.25% of average
   daily net assets of the Class A shares of each Fund and 0.55% of average
   daily net assets of the Service Class shares of each Fund. Up to 0.25% of
   the fees payable under the Plan may be used as compensation for shareholder
   services by the Distributor and/or financial institutions and
   intermediaries. Fees paid under the Plan may be applied by the Distributor
   toward (i) compensation for its services in connection with distribution
   assistance or provision of shareholder services; or (ii) payments to
   financial institutions and intermediaries such as banks (including
   affiliates of the Adviser), brokers, dealers and other institutions,
   including the Distributor's affiliates and subsidiaries as compensation for
   services or reimbursement of expenses incurred in connection with
   distribution assistance or provision of shareholder services. Fiduciary
   Class shares of each Fund are offered without distribution fees.

   Certain officers of the Trust are affiliated with the Adviser or the
   Administrator. Such officers receive no compensation from the Funds for
   serving in their respective roles.



Continued

22
                                    B-116
<PAGE>   422
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995


   The Adviser and the Administrator voluntarily agreed to waive a portion
   of their fees and to reimburse the Funds for certain expenses so that total
   expenses of each Fund would not exceed certain annual expense limitations.
   For the six months ended December 31, 1995, fees in the following amounts
   were waived or reimbursed to the Funds (amounts in thousands):

<TABLE>
<CAPTION>
                                                                      U.S.
                                                                    Treasury        Prime                         Ohio
                                                                   Securities       Money       Municipal       Municipal
                                                                  Money Market     Market         Money           Money
                                                                      Fund          Fund       Market Fund     Market Fund
                                                                  ------------     ------      -----------     -----------
<S>                                                               <C>             <C>         <C>             <C>
   INVESTMENT ADVISORY FEES:
     Waivers/reimbursements ........................................   $930         $1,499        $500            $ 77
   ADMINISTRATION FEES:
     Waivers/reimbursements ........................................   $ 29                       $ 91            $ 49
   12B-1 FEES (CLASS A):
     Waivers/reimbursements ........................................   $ 46         $  125        $ 33            $ 22
</TABLE>

5. CONCENTRATION OF CREDIT RISK: 

   The Ohio Municipal Money Market Fund invests primarily in debt obligations
   issued by the State of Ohio and its political subdivisions, agencies and
   public authorities to obtain funds for various public purposes. The Fund is
   more susceptible to economic and political factors adversely affecting
   issuers of Ohio's specific municipal securities than are municipal bond
   funds that are not concentrated in these issuers to the same extent.



Continued

                                                                             23

                                     B-117
<PAGE>   423
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>


                                                        U.S. Treasury Securities Money Market Fund               
                               -----------------------------------------------------------------------------------------------------
                                              Fiduciary                                           Class A
                               --------------------------------------------- -------------------------------------------------------
                                Six months                                     Six months 
                                  ended           Years ended June 30,          ended                  Years ended June 30,
                               December 31, --------------------------------   December 31, ----------------------------------------
                                  1995       1995     1994     1993     1992       1995       1995      1994       1993    1992(a)
                               --------    -------  -------  -------  --------    -------    -------   -------  -------   -------
                               (Unaudited)                                      (Unaudited)
<S>                            <C>         <C>      <C>      <C>      <C>         <C>        <C>       <C>      <C>       <C>
NET ASSET VALUE,                                        
 BEGINNING OF PERIOD.......... $ 1.000     $ 1.000  $ 1.000  $ 1.000  $  1.000    $ 1.000    $ 1.000   $ 1.000  $ 1.000   $ 1.000
                               -------     -------  -------  -------  --------    -------    -------   -------  -------   -------
Investment Activities                                                                                             
 Net investment income........   0.027       0.050    0.030    0.029     0.043     0.026       0.047     0.027    0.026     0.012
                               -------     -------  -------  -------  --------   -------     -------   -------  -------   -------
Less: Distributions                                                                                               
 Net investment income........  (0.027)     (0.050)  (0.030)  (0.029)   (0.043)   (0.026)     (0.047)   (0.027)  (0.026)   (0.012)
                               -------     -------  -------  -------  --------   -------     -------   -------  -------   -------
NET ASSET VALUE,                                                                                                
 END OF PERIOD ............... $ 1.000     $ 1.000  $ 1.000  $ 1.000  $  1.000   $ 1.000     $ 1.000   $ 1.000  $ 1.000   $ 1.000
                               =======     =======  =======  =======   =======   =======     =======   =======  =======   =======
Total Return..................     2.77%(c)  5.07%    3.01%    2.89%     4.40%      2.64%(c)    4.81%     2.76%    2.63%    3.38%(b)
RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of
    period (000).............. $1,324,617  $1,178,091  $969,326  $492,862  $410,146  $91,994   $98,723  $53,423  $30,759   $   6
 Ratio of expenses to average
    net assets................     0.43%(b)     0.41%     0.40%     0.45%     0.55%     0.68%(b)  0.66%    0.63%    0.65%   0.59%(b)
 Ratio of net investment
    income to average net
    assets....................     5.48%(b)     4.96%     3.02%     2.85%     4.25%     5.23%(b)  4.71%    2.81%    2.52%   2.51%(b)
 Ratio of expenses to average
    net assets*...............     0.57%(b)     0.59%     0.58%     0.67%     0.77%     0.92%(b)  0.94%    0.87%    1.02%   0.71%(b)
 Ratio of net investment
    income to average net
    assets*...................     5.34%(b)     4.78%     2.84%     2.63%     4.04%     4.99%(b)  4.43%    2.57%    2.15%   2.39%(b)
<FN>
- -----------

  * During the period certain fees were voluntarily reduced. If such
    voluntary fee reductions had not occurred, the ratios would have been
    as indicated.
(a) Class A shares commenced offering on February 18, 1992.
(b) Annualized.
(c) Not annualized.

</TABLE>

24

                                    B-118

<PAGE>   424
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                            Prime Money Market Fund
                  ------------------------------------------------------------------------------------------------------------------
                                   Fiduciary                                    Class A                     Service(a) Retirement(a)
                  ------------------------------------------ ---------------------------------------------- ---------- -------------
                  Six months                                 Six months
                     ended          Years ended June 30,        ended                       Years ended June 30,
                  December 31, ----------------------------- December 31, ----------------------------------------------------
                      1995      1995    1994     1993    1992    1995      1995     1994     1993    1992(b)     1995    1994  
                  -----------  ------  ------   ------  ----- ---------   ------   ------   ------   -------    ------  ------
                  (Unaudited)                                (Unaudited)
<S>                  <C>       <C>     <C>      <C>     <C>     <C>       <C>      <C>      <C>      <C>        <C>     <C>    
NET ASSET VALUE,
  BEGINNING OF                                                                                                          
  PERIOD ............$1.000    $1.000  $1.000   $1.000  $1.000  $1.000    $1.000   $1.000   $1.000   $1.000     $1.000  $1.000 
                     ------    ------  ------   ------  ------  ------    ------   ------   ------   ------     ------  ------ 
Investment      
  Activities
  Net investment
  income ............ 0.028     0.052   0.031    0.030   0.045   0.027     0.050    0.027    0.030    0.013      0.041   0.008 
                     ------    ------  ------   ------  ------  ------    ------   ------   ------   ------     ------  ------ 

Less: Distributions
  Net investment
  income ............(0.028)   (0.052) (0.031)  (0.030) (0.045) (0.027)   (0.050)  (0.027)  (0.030)  (0.013)    (0.041) (0.008)
                     ------    ------  ------   ------  ------  ------    ------   ------   ------   ------     ------  ------ 

NET ASSET VALUE,   
  END OF PERIOD .....$1.000    $1.000  $1.000   $1.000  $1.000  $1.000    $1.000   $1.000   $1.000   $1.000     $1.000  $1.000 
                     ------    ------  ------   ------  ------  ------    ------   ------   ------   ------     ------  ------ 
Total Return ........  2.84%(d)  5.34%   3.19%    3.09%   4.64%   2.72%(d)  5.08%    2.93%    2.83%    3.51%(c)   (a)     0.79%
RATIOS/
  SUPPLEMENTARY
  DATA:
  Net Assets at end
    of period (000) $2,125,496 $1,965,416 $1,600,876 $979,275 $946,504 $282,582 $201,968 $74,759 $1,106 $511               $40
  Ratio of expenses
    to average net
    assets .........  0.44% (c)     0.41%      0.40%    0.44%  0.59%   0.69% (c)  0.67%  0.65%   0.65%  0.79 (c) 1.42% (c) 1.18% (c)
  Ratio of net
    investment
    income to 
    average net
    assets .........  5.63% (c)     5.27%      3.18%    3.05%  4.49%   5.38% (c)  5.02%  2.92%   2.67% 3.40% (c) 4.52% (c) 3.03% (c)
  Ratio of expenses
    to average net
    assets* ........  0.55% (c)     0.57%      0.59%    0.62%  0.76%   0.90% (c)  0.92%  0.90%   0.99% 0.94% (c) 1.60% (c) 1.36% (c)
  Ratio of net
    investment
    income to
    average net
    assets* ........  5.52% (c)     5.12%      2.99%    2.87%  4.32%   5.17% (c)  4.77%  2.67%   2.33% 3.25% (c) 5.23% (c) 2.85% (c)
- --------------
<FN>
*    During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares. As of June 30, 1995 and
     through December 31, 1995, there were no shareholders in the Service Class.
     The return for the period from July 1, 1994 to June 1, 1995 was 4.11%.
(b)  Class A shares commenced offering on February 18, 1992.
(c)  Annualized.
(d)  Not annualized.
</TABLE>


See notes to financial statements.

                                     B-119

  
                                                                              25
<PAGE>   425
================================================================================

The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                    MUNICIPAL MONEY MARKET FUND
                                           ------------------------------------------------
                                                               FIDUCIARY
                                           ------------------------------------------------
                                           SIX MONTHS
                                              ENDED            YEARS ENDED JUNE, 30
                                           DECEMBER 31, -----------------------------------
                                             1995         1995     1994     1993     1992
                                           ------------ -------- -------- -------- --------
                                           (UNAUDITED)
<S>                                        <C>          <C>      <C>      <C>      <C>
NET ASSET VALUE,
   BEGINNING OF PERIOD....................  $  1.000    $  1.000 $  1.000 $  1.000 $  1.000
                                            --------    -------- -------- -------- --------
Investment Activities
   Net investment income..................     0.018       0.032    0.021    0.021    0.034
                                            --------    -------- -------- -------- --------
Less: Distributions
   Net investment income..................    (0.018)     (0.032)  (0.021)  (0.021)  (0.034)
                                            --------    -------- -------- -------- --------

NET ASSET VALUE,
   END OF PERIOD..........................  $  1.000    $  1.000 $  1.000 $  1.000 $  1.000
                                            ========    ======== ======== ======== ========
Total Return..............................      1.77%(c)    3.28%    2.16%    2.15%    3.47%

RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period (000)...... $526,145     $437,743 $352,702 $175,277 $170,961 
   Ratio of expenses to average net assets     0.42%(b)     0.41%    0.40%    0.46%    0.43%    
   Ratio of net investment income to
      average net assets..................     3.52%(b)     3.26%    2.13%    2.12%    3.41%       
   Ratio of expenses to average net
      assets *............................     0.58%(b)     0.59%    0.60%    0.66%    0.80%   
   Ratio of net investment income to
      average net assets *................     3.36%(b)     3.08%    1.93%    1.92%    3.04%         


<CAPTION>
                                                     MUNICIPAL MONEY MARKET FUND
                                           -------------------------------------------------
                                                               CLASS A
                                           -------------------------------------------------
                                           SIX MONTHS
                                              ENDED            YEARS ENDED JUNE, 30
                                           DECEMBER 31, -----------------------------------
                                              1995        1995     1994     1993   1992 (a)
                                           ------------ -------- -------- -------- --------
                                           (UNAUDITED)
<S>                                        <C>          <C>      <C>      <C>      <C>
NET ASSET VALUE,
   BEGINNING OF PERIOD.................... $  1.000     $  1.000 $  1.000 $  1.000 $  1.000
                                           --------     -------- -------- -------- --------
Investment Activities
   Net investment income..................    0.016        0.030    0.021    0.019    0.009
                                           --------     -------- -------- -------- --------
Less: Distributions
   Net investment income..................   (0.016)      (0.030)  (0.021)  (0.019)  (0.009)
                                           --------     -------- -------- -------- --------

NET ASSET VALUE,
   END OF PERIOD.......................... $  1.000     $  1.000 $  1.000 $  1.000 $  1.000
                                           ========     ======== ======== ======== ========
Total Return..............................     1.64%(c)     3.02%    1.96%    1.89%    2.48%(b)

RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period (000)...... $ 67,247     $ 56,518 $ 41,595 $ 18,932 $    122
   Ratio of expenses to average net assets     0.67%(b)     0.66%    0.65%    0.66%    0.84%(b)
   Ratio of net investment income to
      average net assets..................     3.27%(b)     3.01%    1.92%    1.82%    2.44%(b)       
   Ratio of expenses to average net
      assets *............................     0.93%(b)     0.94%    0.91%    1.01%    0.99%(b)   
   Ratio of net investment income to
      average net assets *................     3.01%(b)     2.73%    1.66%    1.47%    2.29%(b)

<FN>
- -----------
   * During the period certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios 
     would have been as indicated.
(a) Class A shares commenced offering on February 18, 1992.
(b) Annualized.
(c) Not annualized.

</TABLE>

See notes to financial statements.

26                              B-120
<PAGE>   426

- -------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                      OHIO MUNICIPAL MONEY MARKET FUND
                                              -------------------------------------------------
                                                                 FIDUCIARY
                                              -------------------------------------------------              
                                               SIX MONTHS          YEARS ENDED         JUNE 9,
                                                 ENDED               JUNE 30,          1993 TO
                                              DECEMBER 31,     -------------------     JUNE 30,
                                                  1995           1995       1994       1993(A)
                                              ------------     --------   --------    ----------
                                              (UNAUDITED)
<S>                                           <C>              <C>        <C>         <C>
NET ASSET VALUE,
     BEGINNING OF PERIOD..................    $ 1.000          $ 1.000    $ 1.000     $1.000
                                              -------          -------    -------     ------
Investment Activities
     Net Investment income................      0.018            0.032      0.022      0.013
                                              -------          -------    -------     ------
Less: Distributions
     Net investment income................     (0.018)          (0.032)    (0.022)    (0.013)
                                              -------          -------    -------     ------
NET ASSET VALUE,
     END OF PERIOD........................    $ 1.000          $ 1.000    $ 1.000     $1.000
                                              =======          =======    =======     ======
Total Return..............................       1.77%(c)         3.20%      2.25%      2.14%(b)

RATIOS/SUPPLEMENTARY DATA:
     Net Assets at end of period (000)....    $41,726          $51,806    $55,375     $3,500
     Ratio of expenses to average
          net assets......................       0.40%(b)         0.41%      0.34%      0.08%(b)
     Ratio of net investment income
          to average net assets...........       3.53%(b)         3.13%      2.29%      2.07%(b)
     Ratio of expenses to average
          net assets*.....................       0.56%(b)         0.60%      0.57%      0.51%(b)
     Ratio of net investment income
          to average net assets*..........       3.37%(b)         2.94%      2.06%      1.64%(b)

<CAPTION>
                                                      OHIO MUNICIPAL MONEY MARKET FUND
                                              -------------------------------------------------
                                                                  CLASS A  
                                              -------------------------------------------------              
                                               SIX MONTHS          YEARS ENDED         JUNE 9,
                                                 ENDED               JUNE 30,          1993 TO
                                              DECEMBER 31,     -------------------     JUNE 30,
                                                  1995           1995       1994       1993(A)
                                              ------------     --------   --------    ----------
                                              (UNAUDITED)
<S>                                           <C>              <C>        <C>         <C>
NET ASSET VALUE,
     BEGINNING OF PERIOD..................    $ 1.000          $ 1.000    $ 1.000     $ 1.000
                                              -------          -------    -------     -------
Investment Activities
     Net Investment income................      0.016            0.029      0.021       0.009
                                              -------          -------    -------     -------
Less: Distributions
     Net investment income................     (0.016)          (0.029)    (0.021)     (0.009)
                                              -------          -------    -------     -------
NET ASSET VALUE,
     END OF PERIOD........................    $ 1.000          $ 1.000    $ 1.000     $ 1.000
                                              =======          =======    =======     =======
Total Return..............................       1.65%(c)         2.98%      2.09%       2.34%(b)

RATIOS/SUPPLEMENTARY DATA:
     Net Assets at end of period (000)....    $44,399          $35,790    $37,356     $25,125
     Ratio of expenses to average
          net assets......................       0.64%(b)         0.63%      0.44%       0.26%(b)
     Ratio of net investment income
          to average net assets...........       3.29%(b)         2.91%      2.05%       2.03%(b)
     Ratio of expenses to average
          net assets*.....................       0.90%(b)         0.95%      0.94%       0.92%(b)
     Ratio of net investment income
          to average net assets*..........       3.03%(b)         2.59%      1.55%       1.37%(b)
- ---------------
<FN>
   *During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Period from commencement of operations.
(b) Annualized.
(c) Not annualized.
</TABLE>
                                                                             27

                                    B-121
<PAGE>   427
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                      DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                               VALUE
       ----------------                       -----------                               -----
       <S>                                                                                <C>
       ASSET BACKED SECURITIES (2.7%):
          800,000 Advanta Mortgage Loan Trust, 7.60%, 7/25/10 . . . . . . . . . . . . .  $  821
          379,099 Honda Auto Receivables Grantor Trust, 4.80%, 8/15/99  . . . . . . . .     376
          391,999 The Money Store Home Equity Trust, 6.80%, 2/15/13 . . . . . . . . . .     397
                                                                                         ------
        Total Asset Backed Securities                                                     1,594
                                                                                         ------
       COMMON STOCKS (40.6%):
       Aircraft (1.1%):
            3,000 Boeing Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     235
            2,180 Lockheed Martin Corp.   . . . . . . . . . . . . . . . . . . . . . . .     172
            1,400 United Technologies Corp. (c)   . . . . . . . . . . . . . . . . . . .     133
            4,500 ValuJet, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . . .     111
                                                                                         ------
                                                                                            651
                                                                                         ------
       Aluminum (0.2%):
            3,800 Alumax, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . . . . . . .     116
                                                                                         ------
       Banks (2.1%):
            4,020 BankAmerica Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .     260
            3,400 Chemical Bank, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . .     200
              900 Citicorp  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      61
            4,310 First Chicago NBD Corp. (c) . . . . . . . . . . . . . . . . . . . . .     170
            2,100 First Union Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .     117
            4,900 KeyCorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     178
            1,000 Mercantile Bancorp  . . . . . . . . . . . . . . . . . . . . . . . . .      46
            2,790 NationsBank Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .     194
                                                                                         ------
                                                                                          1,226
                                                                                         ------
       Beverages (1.1%):
            1,800 Canandaigua Wine Co. (b)  . . . . . . . . . . . . . . . . . . . . . .      59
            4,630 Coca-Cola Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     344
            4,180 PepsiCo, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .     234
                                                                                         ------
                                                                                            637
                                                                                         ------
       Broadcasting (0.1%):
              700 Capital Cities ABC, Inc.  . . . . . . . . . . . . . . . . . . . . . .      86
                                                                                         ------
       Business Equipment & Services (0.5%):
            4,010 Browning Ferris Industries, Inc.  . . . . . . . . . . . . . . . . . .     118
            4,400 Olsten Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .     174
                                                                                         ------
                                                                                            292
                                                                                         ------
       Capital Equipment (0.7%):
            2,300 Applied Materials, Inc. (b)   . . . . . . . . . . . . . . . . . . . .      91
            6,520 Harnischfeger Industries, Inc. (c)  . . . . . . . . . . . . . . . . .     217
            5,700 Keystone International, Inc.  . . . . . . . . . . . . . . . . . . . .     114
                                                                                         ------
                                                                                            422
                                                                                         ------
       Chemicals--Inorganic & Petroleum (1.5%):
            1,710 Dow Chemical Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . .     120
            2,100 du Pont (EI) deNemours & Co.  . . . . . . . . . . . . . . . . . . . .     147
            2,700 Eastman Chemical Co. (c)  . . . . . . . . . . . . . . . . . . . . . .     169
            2,800 IMC Global, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . .     114
            3,900 Nalco Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . .     117
            5,100 Schulman A., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .     115
            2,400 Sigma-Aldrich Corp.   . . . . . . . . . . . . . . . . . . . . . . . .     119
                                                                                         ------
                                                                                            901
                                                                                         ------
       Computer--Main/Mini (0.9%):
            3,400 Hewlett Packard Co.   . . . . . . . . . . . . . . . . . . . . . . . .     285
            3,900 Silicon Graphics, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . .     107
              900 Xerox Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     123
                                                                                         ------
                                                                                            515
                                                                                         ------
       Computer--Micro (0.3%):
            4,300 Compaq Computer Corp. (b)   . . . . . . . . . . . . . . . . . . . . .     206
                                                                                         ------
       Computers--Peripheral (1.4%):
            1,500 Autodesk, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      51
            6,400 Intel Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     363
            3,850 Microsoft Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . .     338
            1,180 3Com Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .      55
                                                                                         ------
                                                                                            807
                                                                                         ------
       Computers--Software (0.5%):
            5,500 Novell, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      78
            2,500 Oracle Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .     106
            2,800 Sun Microsystems, Inc. (b)  . . . . . . . . . . . . . . . . . . . . .     128
                                                                                         ------
                                                                                            312
                                                                                         ------
       Consumer Goods & Services (0.2%):
            5,600 Callaway Golf Co. (c)   . . . . . . . . . . . . . . . . . . . . . . .     127
                                                                                         ------
       Containers (0.3%):
            5,400 Ball Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     149
                                                                                         ------
       Cosmetic/Toiletry (0.4%):
            6,800 Maybelline, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . .     247
                                                                                         ------
       Defense (0.3%):
            3,280 Raytheon Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .     155
                                                                                         ------
       Diversified (0.4%):
            5,800 BW/LP Holdings, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .      96
            3,400 Crane Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     125
                                                                                         ------
                                                                                            221
                                                                                         ------
       Electrical Equipment (1.8%):
            2,800 EG&G, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      68
            7,980 General Electric Co.  . . . . . . . . . . . . . . . . . . . . . . . .     575
            1,700 Johnson Controls, Inc.  . . . . . . . . . . . . . . . . . . . . . . .     117
            2,400 Premark International . . . . . . . . . . . . . . . . . . . . . . . .     122
            4,500 Tyco Labs, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .     160
                                                                                         ------
                                                                                          1,042
                                                                                         ------
       Electronic Components (1.1%):
            1,800 Analog Devices, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . . .      64

</TABLE>
4
                                    B-122
<PAGE>   428
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                           DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                               VALUE
       ----------------                       -----------                               -----

COMMON STOCKS, CONTINUED:       
Electronic Components, continued:
       <S>                                                                                <C>
            3,350 International Business Machines   . . . . . . . . . . . . . . . . . .  $  307
            1,500 LSI Logic Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . .      49
            2,580 Motorola, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . .     147
            3,900 National Semiconductor Corp. (b)  . . . . . . . . . . . . . . . . . .      87
                                                                                         ------
                                                                                            654
                                                                                         ------
Environmental Services (0.2%):
            1,300 United Waste Systems, Inc. (b)  . . . . . . . . . . . . . . . . . . .      48
            4,100 Wellman, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      93
                                                                                         ------
                                                                                            141
                                                                                         ------
       Food & Household Products (0.2%):
            3,200 Supervalu, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .     101

                                                                                         ------
       Forest/Paper Products (0.5%):
            2,300 Kimberly Clark Corp. (c)  . . . . . . . . . . . . . . . . . . . . . .     190
            2,000 Mead Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     105
                                                                                         ------
                                                                                            295
                                                                                         ------
       Furniture/Furnishings (0.3%):
            6,730 Newell Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     174
                                                                                         ------

       Healthcare--Drugs (1.9%):
            4,300 Abbott Laboratories . . . . . . . . . . . . . . . . . . . . . . . . .     180
            4,060 Baxter International, Inc. (c)  . . . . . . . . . . . . . . . . . . .     170
            5,650 Merck & Co., Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . .     371
            3,800 Pfizer, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     239
            2,200 Schering Plough (c) . . . . . . . . . . . . . . . . . . . . . . . . .     120
                                                                                         ------
                                                                                          1,080
                                                                                         ------
       Healthcare--General (1.6%):
            2,600 American Home Products Corp. (c)  . . . . . . . . . . . . . . . . . .     252
            3,580 Bristol Myers Squibb Co.  . . . . . . . . . . . . . . . . . . . . . .     307
            4,060 Johnson & Johnson (c) . . . . . . . . . . . . . . . . . . . . . . . .     348
                                                                                         ------
                                                                                            907
                                                                                         ------
       Hospital Supply & Management (0.6%):
            4,100 Columbia/HCA Healthcare Corp.   . . . . . . . . . . . . . . . . . . .     208
            1,320 Medtronic, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      74
            1,000 PacifiCare Health Systems--A (b)  . . . . . . . . . . . . . . . . . .      87
                                                                                         ------
                                                                                            369
                                                                                         ------
       Household--General Products (0.7%):
            2,260 American Greetings Corp.--Class A . . . . . . . . . . . . . . . . . .      62
            1,600 Dun & Bradstreet Corp. (c)  . . . . . . . . . . . . . . . . . . . . .     104
            2,600 Procter & Gamble Co.  . . . . . . . . . . . . . . . . . . . . . . . .     216
                                                                                         ------
                                                                                            382
                                                                                         ------
       Insurance--General (0.5%):
            4,644 Allstate Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .     191
            2,500 Mid Ocean Limited . . . . . . . . . . . . . . . . . . . . . . . . . .      93
                                                                                         ------
                                                                                            284
                                                                                         ------
       Insurance--Life (0.1%):
            1,580 Providian Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      64
                                                                                         ------
       Insurance--Property/Casual (0.2%):
            1,600 MBIA, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . .     120
                                                                                         ------

       Leisure Time Industries (0.8%):
            3,000 Carnival Cruise Lines . . . . . . . . . . . . . . . . . . . . . . . .      73
            3,500 Harley-Davidson, Inc. (c)   . . . . . . . . . . . . . . . . . . . . .     101
            3,000 Hasbro, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      93
            3,430 Walt Disney Co. (c)   . . . . . . . . . . . . . . . . . . . . . . . .     202
                                                                                         ------
                                                                                            469
                                                                                         ------
       Manufacturing--Capital Goods (0.2%):
            5,700 Mark IV Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .     113
                                                                                         ------


       Materials (0.2%):
            2,500 American Brands, Inc.   . . . . . . . . . . . . . . . . . . . . . . .     112
                                                                                         ------


       Mining (0.3%):
            5,790 Cyprus Amax Minerals (c)  . . . . . . . . . . . . . . . . . . . . . .     151
                                                                                         ------

       Motor Vehicles (1.0%):
            7,800 Ford Motor Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . .     226
            3,980 General Motors Corp.  . . . . . . . . . . . . . . . . . . . . . . . .     210
            4,900 Stewart & Stevenson Services, Inc.  . . . . . . . . . . . . . . . . .     124
                                                                                         ------
                                                                                            560
                                                                                         ------
       Petroleum--Domestic (0.9%):
            3,100 Amoco Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     223
            1,210 Atlantic Richfield Co.  . . . . . . . . . . . . . . . . . . . . . . .     134
            2,900 Tenneco, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     144
                                                                                         ------
                                                                                            501
                                                                                         ------
       Petroleum--International (3.2%):
            1,800 Baker Hughes, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .      44
            4,140 Chevron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     217
            1,400 Dresser Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .      34
            1,610 Enron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      61
            7,090 Exxon Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     568
            2,300 Mobil Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     258
            3,200 Royal Dutch Petroleum (c) . . . . . . . . . . . . . . . . . . . . . .     452
            1,400 Schlumberger Limited (c)  . . . . . . . . . . . . . . . . . . . . . .      97
            1,410 Texaco, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .     111
                                                                                         ------
                                                                                          1,842
                                                                                         ------

       Petroleum--Services (0.1%):
              790 Halliburton Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      40
                                                                                         ------

       Pharmaceuticals (0.3%):
            1,200 Eli Lilly & Co. (c)   . . . . . . . . . . . . . . . . . . . . . . . .      68
            3,500 Pharmacia & UpJohn, Inc. (b)(c)   . . . . . . . . . . . . . . . . . .     136
                                                                                         ------
                                                                                            204
                                                                                         ------
       Railroad (0.1%):
            1,000 Norfolk Southern Corp.  . . . . . . . . . . . . . . . . . . . . . . .      79
                                                                                         ------

</TABLE>
Continued

                                                                               5
  
                                    B-123
<PAGE>   429
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                               VALUE
       ----------------                       -----------                               -----

COMMON STOCKS, CONTINUED:       
       Restaurants (0.5%):
           <S>                                                                           <C>
            4,660 Bob Evans Farms, Inc.   . . . . . . . . . . . . . . . . . . . . . . .  $   89
            2,600 McDonald's Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .     117
            5,000 Wendy's International, Inc.   . . . . . . . . . . . . . . . . . . . .     106
                                                                                         ------
                                                                                            312                   
                                                                                         ------
       Retail (0.8%):
            5,500 Carson Pirie Scott & Co. (b)  . . . . . . . . . . . . . . . . . . . .     109
            1,200 Dayton Hudson Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      90
            4,200 Dillard Department Stores . . . . . . . . . . . . . . . . . . . . . .     120
            4,900 Gymboree Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .     101
            1,300 Unocal Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      38
                                                                                         ------
                                                                                            458
                                                                                         ------
       Retail--Food Stores (0.2%):
            5,100 American Stores Co.   . . . . . . . . . . . . . . . . . . . . . . . .     136
                                                                                         ------

       Retail--General Merchandise (1.0%):
            3,100 Kroger Co. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .     116
            7,700 TJX Companies, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .     145
           13,540 Wal-Mart Stores, Inc. (c)   . . . . . . . . . . . . . . . . . . . . .     303
                                                                                         ------
                                                                                            564
                                                                                         ------

       Retail--Special Line (0.1%):
            4,700 Best Buy Co. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      76
                                                                                         ------

       Retail--Specialty (0.3%):
            5,990 Smith Food & Drug (c) . . . . . . . . . . . . . . . . . . . . . . . .     151
                                                                                         ------

       Securities & Commercial Brokers (1.4%):
            2,570 American Express Co.  . . . . . . . . . . . . . . . . . . . . . . . .     106
            2,320 Federal National Mortgage Assoc.  . . . . . . . . . . . . . . . . . .     288
            1,800 J.P. Morgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     144
            4,700 Mercury Finance Co.   . . . . . . . . . . . . . . . . . . . . . . . .      62
            2,800 Travelers Group, Inc.   . . . . . . . . . . . . . . . . . . . . . . .     176
            2,100 Washington Mutual, Inc.   . . . . . . . . . . . . . . . . . . . . . .      61
                                                                                         ------
                                                                                            837
                                                                                         ------

       Telecommunications--Services & Equipment (0.3%):
            2,100 Pacific Telesis Group (c) . . . . . . . . . . . . . . . . . . . . . .      71
            2,200 U.S. West, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . .      79
                                                                                         ------
                                                                                            150
                                                                                         ------

       Tobacco (1.5%):
            7,030 Phillip Morris Cos., Inc.   . . . . . . . . . . . . . . . . . . . . .     636
            2,750 RJR Nabisco Holdings Corp.  . . . . . . . . . . . . . . . . . . . . .      85
              160 Schweitzer Mauduit International (b)(c) . . . . . . . . . . . . . . .       4
            4,200 UST, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     140
                                                                                         ------
                                                                                            865
                                                                                         ------

       Transportation (0.3%):
            4,400 American President Companies, Ltd.  . . . . . . . . . . . . . . . . .     101
            3,600 Ryder Systems, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      89
                                                                                         ------
                                                                                            190
                                                                                         ------

       Trucking & Leasing (0.1%):
            2,800 TNT Freightways Corp.   . . . . . . . . . . . . . . . . . . . . . . .      56
                                                                                         ------


       Utilities--Electric (1.9%):
            5,260 Central & South West Corp. (c)  . . . . . . . . . . . . . . . . . . .     147
            4,400 Consolidated Edison Co., Inc. (c)   . . . . . . . . . . . . . . . . .     141
            3,100 Entergy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      91
            3,900 General Public Utility Corp.  . . . . . . . . . . . . . . . . . . . .     133
            2,500 New England Electric System . . . . . . . . . . . . . . . . . . . . .      99
            2,700 New York State Electric & Gas . . . . . . . . . . . . . . . . . . . .      70
            2,300 Northern States Power Co.   . . . . . . . . . . . . . . . . . . . . .     113
            4,000 Texas Utilities Co. (c)   . . . . . . . . . . . . . . . . . . . . . .     165
            4,600 Unicom Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     151
                                                                                         ------
                                                                                          1,110
                                                                                         ------


       Utilities--Telephone (3.4%):
           10,490 AT&T Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     679
            1,260 Ameritech Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      74
            1,400 Bell Atlantic Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .      94
            1,800 BellSouth Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      78
            7,410 GTE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     326
            3,520 Nynex Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     190
            4,390 SBC Communications, Inc.  . . . . . . . . . . . . . . . . . . . . . .     252
            6,420 Sprint Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     256
                                                                                         ------
                                                                                          1,949
                                                                                         ------
        Total Common Stocks                                                              23,608
                                                                                         ------


       CORPORATE BONDS (8.5%):

       Financial Services (3.2%):
          500,000 Ford Motor Credit Corp., 8.38%,                                           542
                  1/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          500,000 John Deere Capital Corp., 4.63%, 9/2/96 . . . . . . . . . . . . . . .     497
          250,000 Lehman Brothers Holdings, 6.38%, 6/1/98 . . . . . . . . . . . . . . .     251
          500,000 Lehman Brothers, Inc., 9.88%, 10/15/00  . . . . . . . . . . . . . . .     572
                                                                                         ------
                                                                                          1,862
                                                                                         ------


       Industrial Goods & Services (1.7%):
          500,000 Campbell Soup, 5.63%, 9/15/03 . . . . . . . . . . . . . . . . . . . .     492
          500,000 J C Penney & Co., 5.38%, 11/15/98 . . . . . . . . . . . . . . . . . .     495
                                                                                         ------
                                                                                            987
                                                                                         ------

       Railroads (0.9%):
          500,000 Union Pacific, 7.60%, 5/1/05  . . . . . . . . . . . . . . . . . . . .     550
                                                                                         ------


       Telecommunications (1.8%):
          500,000 AT&T Corp., 6.00%, 8/1/00 . . . . . . . . . . . . . . . . . . . . . .     500
          500,000 AT&T Corp., 6.75%, 4/1/04 (c) . . . . . . . . . . . . . . . . . . . .     524
                                                                                         ------
                                                                                          1,024
                                                                                         ------


       Utilities--Electric (0.9%):
          500,000 Virginia Electric & Power, 6.63%, 4/1/03  . . . . . . . . . . . . . .     517
                                                                                         ------
        Total Corporate Bonds                                                             4,940
                                                                                         ------

</TABLE>


Continued

6

                                    B-124
<PAGE>   430
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                               VALUE
       ----------------                       -----------                               ------
       MEDIUM TERM NOTES (3.4%):
       Business Services (3.4%):
        <S>                                                                             <C>
        1,000,000 Federal National Mortgage Assoc., 5.55%, 9/8/98 . . . . . . . . . . . $   998
        1,000,000 Federal National Mortgage Assoc., 5.53%, 2/10/99  . . . . . . . . . .     998
                                                                                        -------
        Total Medium Term Notes                                                           1,996
                                                                                        -------

       U.S. GOVERNMENT AGENCIES (6.7%):
       Federal Home Loan Mortgage Corp.:
          293,193 10.00%, 9/1/03  . . . . . . . . . . . . . . . . . . . . . . . . . . .     309
          346,057 8.00%, 3/1/08 . . . . . . . . . . . . . . . . . . . . . . . . . . . .     358
          338,029 10.50%, 10/1/20 . . . . . . . . . . . . . . . . . . . . . . . . . . .     368

       Federal National Conventional Loan:
          507,642 8.00%, 6/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . .     526
          896,544 8.00%, 6/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . .     929

       Government National Sinking Fund:
        1,374,212 8.00%, 8/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,431
                                                                                        -------
        Total U.S. Government Agencies                                                    3,921
                                                                                        -------

       U.S. TREASURY BILLS (0.4%):
           40,000 2/29/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      39
          160,000 1/11/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     160
           15,000 3/7/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      15
                                                                                        -------
        Total U.S. Treasury Bills                                                           214
                                                                                        -------

       U.S. TREASURY BONDS (6.3%):
        2,900,000 8.13%, 8/15/19 (c)  . . . . . . . . . . . . . . . . . . . . . . . . .   3,645
                                                                                        -------
        Total U.S. Treasury Bonds                                                         3,645
                                                                                        -------


       U.S. TREASURY NOTES (10.7%):
          700,000 5.13%, 3/31/98 (c)  . . . . . . . . . . . . . . . . . . . . . . . . .     699
        1,500,000 7.00%, 4/15/99  . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,576
        1,750,000 6.38%, 1/15/00 (c)  . . . . . . . . . . . . . . . . . . . . . . . . .   1,815
        2,050,000 6.25%, 2/15/03 (c)  . . . . . . . . . . . . . . . . . . . . . . . . .   2,139
                                                                                        -------
        Total U.S. Treasury Notes                                                         6,229
                                                                                        -------

       REPURCHASE AGREEMENT (20.4%):
        11,835,000 Lehman Brothers 5.96%, 01/02/96 (collateralized by 12,123,000   
                     Federal National Mortgage Assoc., 0.00%, 1/22/96-2/2/96, market
                     value--$12,074) . . . . . . . . . . . . . . . . . . . . . . . . .   11,835
                                                                                        -------
        Total Repurchase Agreement                                                       11,835
                                                                                        -------
        Total (Cost--$53,437)(a)                                                        $57,982
                                                                                        =======

<FN>
___________ 

Percentages indicated are based on net assets of $58,146. 
(a)  Represents cost for financial reporting purposes and differs from cost 
     basis for federal income tax purposes by the amount of losses recognized 
     for financial reporting in excess federal income tax reporting of 
     approximately $39. Cost for federal tax purposes differs from value by 
     net unrealized appreciation of securities as follows:
        
                   Unrealized appreciation . . . . . . . . . . . . .  $4,913 
                   Unrealized depreciation . . . . . . . . . . . . .    (407)
                                                                      ------

                   Net unrealized appreciation . . . . . . . . . . .  $4,506
                                                                      ======

        (b) Represents non-income producing securities.
        (c) A portion of this security was loaned as of December 31, 1995.


</TABLE>

At December 31, 1995, the Fund's open futures contracts were as follows:


<TABLE>
<CAPTION>
                                                       OPENING   MARKET
       NUMBER OF                                      POSITIONS  VALUE
       CONTRACTS            CONTRACT TYPE               (000)    (000)
       ---------  ----------------------------------  ---------  ------
<S>              <C>                                 <C>        <C>
          18     S&P 500 March 1996  . . . . . . . .     $5,626  $5,566

</TABLE>

See notes to financial statements.

                                                                        7
                                    B-125
<PAGE>   431
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Equity Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

          SHARES OR                               SECURITY                                 MARKET
       PRINCIPAL AMOUNT                         DESCRIPTION                                VALUE
       ----------------                         -----------                                ------
       <S>                                                                              <C>
       COMMON STOCKS (83.6%):
       Airlines (2.2%):
          60,000 Boeing Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $  4,702
                                                                                       --------

       Banking (4.3%):
          76,754 BankAmerica Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .    4,970
          53,000 J.P. Morgan & Co., Inc. (c)   . . . . . . . . . . . . . . . . . . . .    4,253
                                                                                       --------
                                                                                          9,223
                                                                                       --------

       Beverages (2.1%):
          60,000 Coca Cola Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,455
                                                                                       --------

       Business Equipment & Services (7.7%):
          65,000 Browning Ferris Industries, Inc. (c)  . . . . . . . . . . . . . . . .    1,918
          90,000 Dun & Bradstreet Corp. (c)  . . . . . . . . . . . . . . . . . . . . .    5,827
         115,000 National Service Industries, Inc.   . . . . . . . . . . . . . . . . .    3,723
          35,000 Xerox Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,795
                                                                                       --------
                                                                                         16,263
                                                                                       --------

       Chemicals--Petroleum & Inorganic (3.7%):
          65,000 ARCO Chemical Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    3,161
          68,000 Dow Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .    4,785
                                                                                       --------
                                                                                          7,946
                                                                                       --------

       Chemicals--Specialty (1.9%):
         135,000 Nalco Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . .    4,067
                                                                                       --------

       Cosmetics/Toiletry (1.8%):
          80,000 International Flavors & Fragrances, Inc.  . . . . . . . . . . . . . .    3,840
                                                                                       --------

       Food & Related (5.4%):
          90,000 Campbell Soup Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    5,400
         146,418 ConAgra, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,040
                                                                                       --------
                                                                                         11,440
                                                                                       --------

       Health Care--Drugs (2.2%):
         110,000 Baxter International, Inc. (c)  . . . . . . . . . . . . . . . . . . .    4,606
                                                                                       --------

       Health Care--General (7.7%):
          55,000 American Home Products Corp.  . . . . . . . . . . . . . . . . . . . .    5,335
          70,000 Bristol-Myers Squibb Co. (c)  . . . . . . . . . . . . . . . . . . . .    6,011
          50,000 Warner - Lambert Co.  . . . . . . . . . . . . . . . . . . . . . . . .    4,856
                                                                                       --------
                                                                                         16,202
                                                                                       --------

       Household--General Products (1.4%):
         125,000 Jostens, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,031
                                                                                       --------

       Household--Major Appliances (2.1%):
         100,000 Briggs & Stratton Corp. (c)   . . . . . . . . . . . . . . . . . . . .    4,338
                                                                                       --------

       Insurance--Life (2.1%):
          60,000 Transamerica Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .    4,373
                                                                                       --------

       Insurance--Property/Casualty (4.5%):
          83,433 Allstate Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,431
         115,000 Lincoln National Corp. (c)  . . . . . . . . . . . . . . . . . . . . .    6,181
                                                                                       --------
                                                                                          9,612
                                                                                       --------

       Multiple Industry (1.2%):
          80,000 Corning, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .    2,560
                                                                                       --------


       Petroleum--Domestic (3.4%):
          70,000 Amoco Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,031
          20,000 Atlantic Richfield Co.  . . . . . . . . . . . . . . . . . . . . . . .    2,215
                                                                                       --------
                                                                                          7,246
                                                                                       --------

       Petroleum--International (7.2%):
          65,000 Exxon Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . . . .    5,208
          45,000 Mobil Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,040
          35,000 Royal Dutch Petroleum (c) . . . . . . . . . . . . . . . . . . . . . .    4,939
                                                                                       --------
                                                                                         15,187
                                                                                       --------

       Petroleum Services (2.0%):
          85,000 Halliburton Co. (c)   . . . . . . . . . . . . . . . . . . . . . . . .    4,303
                                                                                       --------

       Photography Equipment (2.4%):
          75,000 Eastman Kodak Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    5,025
                                                                                       --------

       Publishing (2.7%):
          65,000 McGraw-Hill Cos., Inc.  . . . . . . . . . . . . . . . . . . . . . . .    5,663
                                                                                       --------

       Retail--General Merchandise (1.7%):
          90,000 Sears Roebuck & Co.   . . . . . . . . . . . . . . . . . . . . . . . .    3,510
                                                                                       --------

       Securtities & Commercial Broker (2.4%):
         125,000 American Express Co.  . . . . . . . . . . . . . . . . . . . . . . . .    5,172
                                                                                       --------

       Tobacco (2.8%):
          65,000 Phillip Morris Cos., Inc.   . . . . . . . . . . . . . . . . . . . . .    5,883
                                                                                       --------

       Utilities--Electric (3.1%):
         133,000 Central & South West Corp.  . . . . . . . . . . . . . . . . . . . . .    3,707
          60,000 Duke Power Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . . .    2,843
                                                                                       --------
                                                                                          6,550
                                                                                       --------

       Utilities--Telephone (5.5%):
          90,000 AT&T  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,828
         100,000 SBC Communications Inc.   . . . . . . . . . . . . . . . . . . . . . .    5,750
                                                                                       --------
                                                                                         11,578
                                                                                       --------
        Total Common Stocks                                                             176,775
                                                                                       --------

       CORPORATE BONDS (1.8%):

       Health Care (0.5%):
       1,000,000 Medical Care International, 6.75%, 10/1/06  . . . . . . . . . . . . .    1,005
                                                                                       --------

       Industrial Goods & Services (1.3%):
       2,750,000 Masco Corp., 5.25%, 2/15/12 (c) . . . . . . . . . . . . . . . . . . .    2,681
                                                                                       --------
        Total Corporate Bonds                                                             3,686
                                                                                       --------
</TABLE>

Continued

8
                                    B-126

<PAGE>   432
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Equity Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

          SHARES OR                               SECURITY                                 MARKET
       PRINCIPAL AMOUNT                         DESCRIPTION                                VALUE
       ----------------                         -----------                                ------
       <S>                                                                             <C>
       PREFERED STOCKS (CONVERTIBLE)(11.4%):
       Business Equipment & Services (1.3%):
       2,750,000 Browning Ferris Industries, Inc.  . . . . . . . . . . . . . . . . . . $  2,733
                                                                                       --------
       Financial Services (1.2%):
          25,000 Salomon, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,519
                                                                                       --------

       Industrial Goods & Services (3.3%):
          40,000 Cyprus Amax Minerals Co.  . . . . . . . . . . . . . . . . . . . . . .    2,380
          80,000 Sonoco Products . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,570
                                                                                       --------
                                                                                          6,950
                                                                                       --------

       Motor Vechicles (2.4%):
          70,000 General Motors Corp., Class E . . . . . . . . . . . . . . . . . . . .    5,127
                                                                                       --------

       Multiple Industry (1.2%):
          50,000 Corning Delaware  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,519
                                                                                       --------

       Utilities-Electric (2.0%):
          70,000 Westinghouse Electric . . . . . . . . . . . . . . . . . . . . . . . .    1,094
          95,000 WPS Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,230
                                                                                       --------
                                                                                          4,324
                                                                                       --------
        Total Preferred Stock                                                            24,172
                                                                                       --------

       INVESTMENT COMPANIES (1.2%):
       2,510,843 Aquila Churchill Cash Reserves Money Market . . . . . . . . . . . . .    2,511
                                                                                       --------
        Total Investment Companies                                                        2,511
                                                                                       --------
        Total Investments, at value                                                     207,144
                                                                                       --------


       REPURCHASE AGREEMENT (2.0%):
       4,340,000 Lehman Brothers, 5.96%, 1/2/96 (collateralized by 4,445,000 Federal      
                 National Mortgage Assoc., 0.00%, 1/22/96, market value--$4,428) . . .    4,340
                                                                                       --------
        Total Repurchase Agreement                                                        4,340
                                                                                       --------
        Total (Cost--$149,839)(a)                                                      $211,484
                                                                                       ========

<FN>
___________

Percentages indicated are based on net assets of $211,799.

        (a) Represents cost for federal income tax purposes and differs from
            value by net unrealized appreciation of securities as follows:

              Unrealized appreciation . . . . . . . . . . . . . . . .  $62,473
              Unrealized depreciation . . . . . . . . . . . . . . . .     (828)
                                                                       -------
              Net unrealized appreciation . . . . . . . . . . . . . .  $61,645
                                                                       =======

        (c) A portion of this security was loaned as of December 31, 1995.

</TABLE>
See notes to financial statements.
                                                                        9
                                    B-127
<PAGE>   433
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                               <C>
       COMMON STOCKS (96.2%):
       Aircraft (1.4%):
          19,249 Boeing Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $  1,509
          11,298 Lockheed Martin Corp.   . . . . . . . . . . . . . . . . . . . . . . .      893
           6,329 McDonnell Douglas Corp  . . . . . . . . . . . . . . . . . . . . . . .      582
           2,828 Northrop Grumman Corp.  . . . . . . . . . . . . . . . . . . . . . . .      181
           6,928 United Technologies Corp. (c)   . . . . . . . . . . . . . . . . . . .      657
                                                                                       --------
                                                                                          3,822
                                                                                       --------

       Air Transport (0.4%):
           4,300 AMR Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . . . . .      319
           3,028 Delta Air Lines, Inc.   . . . . . . . . . . . . . . . . . . . . . . .      224
           3,228 Federal Express Corp. (b)   . . . . . . . . . . . . . . . . . . . . .      238
           8,300 Southwest Airlines Co.  . . . . . . . . . . . . . . . . . . . . . . .      193
           2,843 U.S. Air Group (b)  . . . . . . . . . . . . . . . . . . . . . . . . .       38
                                                                                       --------
                                                                                          1,012
                                                                                       --------

       Aluminum (0.4%):
          12,542 Alcan Aluminum Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .      390
           9,972 Aluminum Co. of America . . . . . . . . . . . . . . . . . . . . . . .      527
           3,414 Reynolds Metals Co.   . . . . . . . . . . . . . . . . . . . . . . . .      193
                                                                                       --------
                                                                                          1,110
                                                                                       --------

       Apparel (0.5%):
             871 Brown Group, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .       12
           4,300 Fruit of The Loom (b) . . . . . . . . . . . . . . . . . . . . . . . .      105
           4,486 Liz Claiborne, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . .      124
           8,200 Nike, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      571
           4,671 Reebok International, Ltd.  . . . . . . . . . . . . . . . . . . . . .      132
           2,257 Russell Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .       63
           2,942 Stride Rite Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .       22
           3,614 V.F. Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      191
                                                                                       --------
                                                                                          1,220
                                                                                       --------

       Banks (6.4%):
          22,512 Banc One Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      850
           5,971 Bank of Boston Corp.  . . . . . . . . . . . . . . . . . . . . . . . .      276
          11,200 Bank of New York Co., Inc.  . . . . . . . . . . . . . . . . . . . . .      546
          21,224 BankAmerica Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .    1,374
           4,586 Bankers Trust New York Corp.  . . . . . . . . . . . . . . . . . . . .      305
           5,514 Barnett Banks, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      325
           6,886 Boatmens Bancshares, Inc.   . . . . . . . . . . . . . . . . . . . . .      281
           9,828 Chase Manhattan Corp.   . . . . . . . . . . . . . . . . . . . . . . .      596
          14,284 Chemical Banking Corp. (c)  . . . . . . . . . . . . . . . . . . . . .      839
          23,742 Citicorp  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,597
           6,400 Comerica, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      257
           8,256 Corestates Financial Corp.  . . . . . . . . . . . . . . . . . . . . .      313
           7,600 First Bank System, Inc.   . . . . . . . . . . . . . . . . . . . . . .      377
          17,895 First Chicago Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      707
           4,714 First Fidelity Bancorp  . . . . . . . . . . . . . . . . . . . . . . .      355
           4,414 First Interstate Bancorp  . . . . . . . . . . . . . . . . . . . . . .      603
           9,657 First Union Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .      537
          14,275 Fleet Financial Group, Inc. (c)   . . . . . . . . . . . . . . . . . .      582
          10,843 J.P. Morgan & Co., Inc. (c)   . . . . . . . . . . . . . . . . . . . .      870
          12,800 Keycorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      464
           8,350 MBNA Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      308
           8,192 Mellon Bank Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .      440
           8,500 National City Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .      282
          15,477 Nationsbank Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .    1,078
          19,756 Norwest Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      652
          13,142 PNC Financial Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .      424
           2,900 Republic New York Corp.   . . . . . . . . . . . . . . . . . . . . . .      180
           6,528 Suntrust Banks, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .      447
           5,621 U.S. Bancorp (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .      189
           9,700 Wachovia Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      444
           2,678 Wells Fargo & Co.   . . . . . . . . . . . . . . . . . . . . . . . . .      578
                                                                                       --------
                                                                                         17,076
                                                                                       --------

       Beverages (3.6%):
          14,614 Anheuser Busch Cos., Inc.   . . . . . . . . . . . . . . . . . . . . .      977
           3,892 Brown-Forman Corp., Class B . . . . . . . . . . . . . . . . . . . . .      142
          70,240 Coca Cola Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,215
           2,143 Coors Adolph Co., Class B . . . . . . . . . . . . . . . . . . . . . .       47
          44,347 PepsiCo., Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,478
          21,084 Seagram Co., Ltd (c)  . . . . . . . . . . . . . . . . . . . . . . . .      730
                                                                                       --------
                                                                                          9,589
                                                                                       --------

       Broadcasting (1.1%):
           8,890 Capital Cities ABC, Inc.  . . . . . . . . . . . . . . . . . . . . . .    1,097
          13,650 Comcast Corp. Special . . . . . . . . . . . . . . . . . . . . . . . .      248
          36,714 Tele Communications, Inc.   . . . . . . . . . . . . . . . . . . . . .      730
          20,307 Viacom, Class B (b)(c)  . . . . . . . . . . . . . . . . . . . . . . .      962
                                                                                       --------
                                                                                          3,037
                                                                                       --------

       Business Equipment & Services (1.8%):
           5,856 Block, H & R, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .      237
          11,985 Browning Ferris Industries, Inc.  . . . . . . . . . . . . . . . . . .      354
           5,671 Canadian Moore Corp., Ltd.  . . . . . . . . . . . . . . . . . . . . .      106
           3,657 Ceridian Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .      151
           4,686 Deluxe Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      136
           9,072 Donnelley, R.R. & Sons, Co.   . . . . . . . . . . . . . . . . . . . .      357
           9,591 Dun & Bradstreet Corp. (c)  . . . . . . . . . . . . . . . . . . . . .      621
               5 Emcor Group, Inc., Series Z (b) . . . . . . . . . . . . . . . . . . .        0
          12,300 First Data Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . .      823
           1,828 Harland, John H. Co.  . . . . . . . . . . . . . . . . . . . . . . . .       38
           4,300 Interpublic Group of Cos., Inc.   . . . . . . . . . . . . . . . . . .      187
          16,500 Laidlaw, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      169
           2,828 National Service Industries, Inc.   . . . . . . . . . . . . . . . . .       92
           2,543 Ogden Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       54
           9,072 Pitney-Bowes, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .      426
           4,400 Ryder Systems, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      109
           3,271 Safety Kleen Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .       51
           5,464 Service Corp. International . . . . . . . . . . . . . . . . . . . . .      240
          27,228 WMX Technologies, Inc.  . . . . . . . . . . . . . . . . . . . . . . .      813
                                                                                       --------
                                                                                          4,964
                                                                                       --------

       Capital Equipment (0.9%):
          11,514 Caterpillar, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      676
           1,857 Cincinnati Milacron, Inc.   . . . . . . . . . . . . . . . . . . . . .       49
           2,272 Cummins Engine, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .       84

</TABLE>

Continued



10                                       B-128
<PAGE>   434
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Capital Equipment, continued:
           4,686 Fluor Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   309
           1,957 Foster Wheeler Corp.  . . . . . . . . . . . . . . . . . . . . . . . .       83
           2,742 General Signal Corp.  . . . . . . . . . . . . . . . . . . . . . . . .       89
           1,884 Giddings & Lewis, Inc.  . . . . . . . . . . . . . . . . . . . . . . .       31
           2,528 Harnischfeger Industries, Inc. (c)  . . . . . . . . . . . . . . . . .       84
           6,356 Illinois Tool Works, Inc.   . . . . . . . . . . . . . . . . . . . . .      375
           5,842 Ingersoll Rand Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      205
           2,145 PACCAR, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       90
           4,129 Parker-Hannifin Corp.   . . . . . . . . . . . . . . . . . . . . . . .      141
           1,774 Schweitzer Mauduit International  . . . . . . . . . . . . . . . . . .       41
           2,343 Snap-On, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      106
           1,871 Timken Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       72
           1,657 TRINOVA Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .       47
                                                                                        -------
                                                                                          2,482
                                                                                        -------

       Chemicals--Petroleum & Inorganic (2.0%):
          14,671 Dow Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,032
          31,070 du Pont (E.I.) deNemours & Co.  . . . . . . . . . . . . . . . . . . .    2,171
           1,371 Goodrich B.F. Co.   . . . . . . . . . . . . . . . . . . . . . . . . .       93
           5,286 Grace W.R. & Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .      313
           6,284 Hercules, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      354
           6,428 Monsanto Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      787
           3,896 Rohm & Haas Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      251
           7,828 Union Carbide Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      294
                                                                                        -------
                                                                                          5,295
                                                                                        -------

       Chemicals--Specialty (0.9%):
           6,456 Air Products & Chemicals, Inc.  . . . . . . . . . . . . . . . . . . .      341
           3,214 Avery Dennison Corp.  . . . . . . . . . . . . . . . . . . . . . . . .      161
           4,649 Eastman Chemical Co. (c)  . . . . . . . . . . . . . . . . . . . . . .      291
           3,542 Ecolab, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .      106
           8,257 Engelhard Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      180
           4,000 Great Lakes Chemical Corp.  . . . . . . . . . . . . . . . . . . . . .      288
           8,384 Morton International, Inc.  . . . . . . . . . . . . . . . . . . . . .      301
           3,900 Nalco Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      117
           6,508 Pall Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      175
           7,628 Praxair, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      256
           2,700 Sigma-Aldrich . . . . . . . . . . . . . . . . . . . . . . . . . . . .      134
                                                                                        -------
                                                                                          2,350
                                                                                        -------

       Coal (0.0%):
           2,243 Pittston Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       70
                                                                                        -------

       Communications Equipment (0.8%):
          27,742 Airtouch Communications, Inc. (b)   . . . . . . . . . . . . . . . . .      784
           2,081 Andrew Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .       80
           6,228 DSC Communications Corp. (b)  . . . . . . . . . . . . . . . . . . . .      230
           2,157 Harris Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      118
          14,357 Northern Telecom, Ltd.  . . . . . . . . . . . . . . . . . . . . . . .      617
           4,270 Scientific-Atlanta, Inc.  . . . . . . . . . . . . . . . . . . . . . .       64
           5,000 Tellabs, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . . .      185
                                                                                        -------
                                                                                          2,078
                                                                                        -------

       Computers--Main/Mini (3.0%):
           9,000 3 Com Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . . . .      420
           6,443 Amdahl Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .       55
           1,371 Cray Research, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . .       34
           1,571 Data General Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . .       22
           8,377 Digital Equipment Corp. (b)   . . . . . . . . . . . . . . . . . . . .      537
          29,014 Hewlett Packard Co.   . . . . . . . . . . . . . . . . . . . . . . . .    2,430
           7,100 Honeywell, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      345
          32,156 International Business Machines Corp.   . . . . . . . . . . . . . . .    2,950
           9,100 Silicon Graphics, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . .      250
           6,457 Tandem Computers, Inc. (b)  . . . . . . . . . . . . . . . . . . . . .       69
           9,414 Unisys Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .       53
           5,871 Xerox Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      804
                                                                                        -------
                                                                                          7,969
                                                                                        -------

       Computers--Micro (0.5%):
           6,643 Apple Computer, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .      212
          14,858 Compaq Computer Corp. (b)   . . . . . . . . . . . . . . . . . . . . .      713
          10,600 Sun Microsystems, Inc. (b)  . . . . . . . . . . . . . . . . . . . . .      484
                                                                                        -------
                                                                                          1,409
                                                                                        -------

       Computers--Peripheral (2.3%):
           2,742 Autodesk, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .       94
          15,300 Cisco Systems, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . .    1,142
          13,885 Computer Assoc., International, Inc.  . . . . . . . . . . . . . . . .      790
           2,528 Intergraph Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . .       40
          33,000 Microsoft Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . .    2,896
          20,800 Novell, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      296
          24,692 Oracle Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,046
                                                                                        -------
                                                                                          6,304
                                                                                        -------

       Construction Materials (0.4%):
           4,714 Black & Decker Corp.  . . . . . . . . . . . . . . . . . . . . . . . .      166
           1,779 Crane Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       66
           2,543 Owens Corning Fiberglass Corp. (b)  . . . . . . . . . . . . . . . . .      114
          11,014 PPG Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .      504
           4,986 Sherwin-Williams Co.  . . . . . . . . . . . . . . . . . . . . . . . .      203
           2,386 Stanley Works . . . . . . . . . . . . . . . . . . . . . . . . . . . .      123
                                                                                        -------
                                                                                          1,176
                                                                                        -------

       Containers & Packaging (0.1%):
           1,643 Ball Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       45
           3,014 Bemis, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       77
           4,971 Crown Cork & Seal Co., Inc. (b)   . . . . . . . . . . . . . . . . . .      208
                                                                                        -------
                                                                                            330
                                                                                        -------

       Cosmetics/Toiletry (0.7%):
           1,471 Alberto Culver Co., Class B . . . . . . . . . . . . . . . . . . . . .       51
           3,900 Avon Products, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      294
          24,800 Gillette Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,293
           6,429 International Flavors & Fragrances, Inc.  . . . . . . . . . . . . . .      309
                                                                                        -------
                                                                                          1,947
                                                                                        -------
       Defense (0.7%):
           3,242 EG&G, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       79
           3,486 General Dynamics Corp.  . . . . . . . . . . . . . . . . . . . . . . .      206
           9,728 Loral Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      344

</TABLE>


Continued

                                     B-129                                   11
<PAGE>   435
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Defense, continued:
          14,156 Raytheon Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .  $   669
          12,371 Rockwell International Corp.  . . . . . . . . . . . . . . . . . . . .      654
                                                                                        -------
                                                                                          1,952
                                                                                        -------

       Electrical Equipment (3.4%):
           6,443 Cooper Industries, Inc.   . . . . . . . . . . . . . . . . . . . . . .      237
           6,328 Dover Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      233
          12,585 Emerson Electric Co.  . . . . . . . . . . . . . . . . . . . . . . . .    1,029
          93,468 General Electric Co.  . . . . . . . . . . . . . . . . . . . . . . . .    6,730
           3,028 Grainger W.W., Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      201
           2,243 Johnson Controls, Inc.  . . . . . . . . . . . . . . . . . . . . . . .      154
           8,656 Tyco Labs, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      308
          21,971 Westinghouse Electric Corp.   . . . . . . . . . . . . . . . . . . . .      363
                                                                                        -------
                                                                                          9,255
                                                                                        -------

       Electronic Components (2.7%):
           5,978 Advanced Micro Devices, Inc. (b)  . . . . . . . . . . . . . . . . . .       99
          11,818 AMP, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      454
           9,900 Applied Materials, Inc. (b)   . . . . . . . . . . . . . . . . . . . .      390
           4,100 Cabletron Systems . . . . . . . . . . . . . . . . . . . . . . . . . .      332
          46,384 Intel Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,632
          11,500 Micron Technology, Inc. (c)   . . . . . . . . . . . . . . . . . . . .      456
          33,256 Motorola, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . .    1,896
           6,771 National Semiconductor Corp. (b)  . . . . . . . . . . . . . . . . . .      151
           2,357 Raychem Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      134
          10,588 Texas Instruments, Inc.   . . . . . . . . . . . . . . . . . . . . . .      548
             971 Thomas & Betts Corp.  . . . . . . . . . . . . . . . . . . . . . . . .       72
                                                                                        -------
                                                                                          7,164
                                                                                        -------

       Electronic Instruments (0.1%):
           2,357 Perkin-Elmer Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .       89
           1,828 Tektronix, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . .       90
                                                                                        -------
                                                                                            179
                                                                                        -------

       Farm Machinery (0.2%):
          14,400 Deere & Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      508
           4,341 Navistar International Corp. (b)  . . . . . . . . . . . . . . . . . .       46
           2,424 Varity Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .       90
                                                                                        -------
                                                                                            644
                                                                                        -------

       Finance Companies (0.2%):
           3,014 Beneficial Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      141
           5,386 Household International, Inc.   . . . . . . . . . . . . . . . . . . .      318
                                                                                        -------
                                                                                            459
                                                                                        -------

       Food & Related (3.3%):
          30,552 Archer Daniels Midland Co.  . . . . . . . . . . . . . . . . . . . . .      550
          14,256 Campbell Soup Co.   . . . . . . . . . . . . . . . . . . . . . . . . .      855
          14,135 ConAgra, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      583
           8,400 CPC International, Inc.   . . . . . . . . . . . . . . . . . . . . . .      576
           2,057 Fleming Cos., Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .       42
           9,071 General Mills, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      524
          20,613 Heinz H.J. Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      683
           4,171 Hershey Foods Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      271
          12,356 Kellogg Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      955
           5,000 Pioneer Hi-Bred International, Inc. (c)   . . . . . . . . . . . . . .      278
           7,500 Quaker Oats Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      259
           5,643 Ralston Purina Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      352
          26,970 Sara Lee Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      860
           4,100 Supervalu, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      129
          10,342 Sysco Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      336
           9,171 Unilever N.V.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,291
           6,529 Wrigley (Wm) Jr. Co.  . . . . . . . . . . . . . . . . . . . . . . . .      343
                                                                                        -------
                                                                                          8,887
                                                                                        -------

       Forest/Paper Products (1.6%):
           2,785 Boise Cascade Corp.   . . . . . . . . . . . . . . . . . . . . . . . .       96
           5,271 Champion International Corp.  . . . . . . . . . . . . . . . . . . . .      221
           2,357 Federal Paper Board, Inc.   . . . . . . . . . . . . . . . . . . . . .      122
           5,186 Georgia Pacific Corp.   . . . . . . . . . . . . . . . . . . . . . . .      356
          14,086 International Paper Co.   . . . . . . . . . . . . . . . . . . . . . .      534
           4,686 James River Corp. of Virginia . . . . . . . . . . . . . . . . . . . .      113
          15,824 Kimberly Clark Corp. (c)  . . . . . . . . . . . . . . . . . . . . . .    1,309
           6,186 Louisiana-Pacific Corp.   . . . . . . . . . . . . . . . . . . . . . .      150
           3,314 Mead Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      173
           1,657 Potlatch Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .       66
           5,000 Stone Container Corp.   . . . . . . . . . . . . . . . . . . . . . . .       72
           3,271 Temple-Inland, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . .      144
           3,957 Union Camp Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      188
           5,735 Westvaco Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      159
          11,528 Weyerhaeuser Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . .      499
           3,200 Williamette Industries, Inc.  . . . . . . . . . . . . . . . . . . . .      180
                                                                                        -------
                                                                                          4,382
                                                                                        -------

       Furniture/Furnishings (0.2%):
           2,057 Armstrong World Industries, Inc.  . . . . . . . . . . . . . . . . . .      128
           8,800 Masco Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      276
           9,028 Newell Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      234
                                                                                        -------
                                                                                            638
                                                                                        -------

       Gold/Precious Metals (0.4%):
          19,800 Barrick Gold Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . .      522
           6,386 Echo Bay Mines Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .       66
           7,757 Homestake Mining Co.  . . . . . . . . . . . . . . . . . . . . . . . .      121
          13,516 Placer Dome, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      326
                                                                                        -------
                                                                                          1,035
                                                                                        -------

       Health Care--Drugs (5.4%):
          44,780 Abbott Laboratories . . . . . . . . . . . . . . . . . . . . . . . . .    1,870
           3,600 Allergan, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      117
           4,614 Alza Corp. (b) (c)  . . . . . . . . . . . . . . . . . . . . . . . . .      114
          15,100 Amgen, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . . . .      897
          15,599 Baxter International, Inc.  . . . . . . . . . . . . . . . . . . . . .      653
          31,170 Lilly Eli & Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .    1,753
          69,668 Merck & Co., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .    4,581
           2,700 Millipore Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      111
          35,784 Pfizer, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,254
          21,070 Schering Plough (c) . . . . . . . . . . . . . . . . . . . . . . . . .    1,154
          28,377 Pharmacia & Upjohn, Inc. (b)  . . . . . . . . . . . . . . . . . . . .    1,100
                                                                                        -------

</TABLE>

Continued

12                                     B-130                      
<PAGE>   436
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Health Care--Drugs, continued:                                                
                                                                                       $ 14,604
                                                                                       -------- 
       Health Care--General (3.4%):                                                    
          16,871 American Home Products (c)  . . . . . . . . . . . . . . . . . . . . .    1,636
           3,314 Bausch & Lomb, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      131
           3,886 Becton Dickinson & Co.  . . . . . . . . . . . . . . . . . . . . . . .      291
           6,556 Biomet, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      117
           8,500 Boston Scientific Corp. (c)   . . . . . . . . . . . . . . . . . . . .      417
          28,605 Bristol Myers Squibb Co.  . . . . . . . . . . . . . . . . . . . . . .    2,456
          36,384 Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . . . .    3,115
           4,413 Mallinckrodt Group, Inc.  . . . . . . . . . . . . . . . . . . . . . .      161
           3,992 St. Jude Medical, Inc.  . . . . . . . . . . . . . . . . . . . . . . .      172
           7,614 Warner-Lambert Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      740
                                                                                       -------- 
                                                                                          9,236
                                                                                       -------- 

       Home Building/Mobil Home (0.1%):
           1,814 Centex Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       63
           2,542 Fleetwood Enterprises, Inc.   . . . . . . . . . . . . . . . . . . . .       65
           1,866 Kaufman & Broad Home Corp.  . . . . . . . . . . . . . . . . . . . . .       28
           1,586 Pulte Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       53
                                                                                       -------- 
                                                                                            209
                                                                                       -------- 

       Hospital Supply & Management (1.5%):
           3,028 Bard, C.R., Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . .       98
           4,643 Beverly Enterprises, Inc.   . . . . . . . . . . . . . . . . . . . . .       49
          24,737 Columbia/HCA Healthcare Corp. (c)   . . . . . . . . . . . . . . . . .    1,255
           2,328 Community Psychiatric Centers (b) . . . . . . . . . . . . . . . . . .       29
           9,000 Humana, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      246
           3,492 Manor Care, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . .      122
          13,056 Medtronic, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      730
           1,243 Shared Medical Systems Corp.  . . . . . . . . . . . . . . . . . . . .       68
          11,200 Tenet Healthcare Corp. (b)  . . . . . . . . . . . . . . . . . . . . .      232
           9,586 United Healthcare Corp.   . . . . . . . . . . . . . . . . . . . . . .      628
           9,200 U.S. Healthcare, Inc.   . . . . . . . . . . . . . . . . . . . . . . .      428
           3,200 U.S. Surgical Corp.   . . . . . . . . . . . . . . . . . . . . . . . .       68
                                                                                       -------- 
                                                                                          3,953
                                                                                       -------- 

       Hotels & Gaming (0.2%):
           2,728 Hilton Hotels Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      168
           7,050 Marriott Corp., International . . . . . . . . . . . . . . . . . . . .      270
                                                                                       -------- 
                                                                                            438
                                                                                       -------- 

       Household--General Products (1.7%):
           4,314 American Greetings Corp., Class A . . . . . . . . . . . . . . . . . .      119
           3,228 Clorox Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      231
           8,314 Colgate Palmolive Co.   . . . . . . . . . . . . . . . . . . . . . . .      584
           2,443 Jostens, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .       59
           3,514 Premark International, Inc.   . . . . . . . . . . . . . . . . . . . .      178
          38,840 Procter & Gamble Co.  . . . . . . . . . . . . . . . . . . . . . . . .    3,224
           9,072 Rubbermaid, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . .      231
                                                                                       -------- 
                                                                                          4,626
                                                                                       -------- 

       Household--Major Appliances (0.2%):
           1,572 Briggs & Stratton Corp. (c)   . . . . . . . . . . . . . . . . . . . .       68
           5,957 Maytag Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      121
           4,300 Whirlpool Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      229
                                                                                       -------- 
                                                                                            418
                                                                                       -------- 

       Insurance--Life (0.6%):
          11,756 American General Corp.  . . . . . . . . . . . . . . . . . . . . . . .      410
           4,275 Jefferson Pilot Corp.   . . . . . . . . . . . . . . . . . . . . . . .      199
           5,686 Providan Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      232
           4,242 Torchmark Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      192
           4,100 Transamerica Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .      299
           4,400 Unum Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      242
           1,902 U.S. Life Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .       57
                                                                                       -------- 
                                                                                          1,631
                                                                                       -------- 

       Insurance--Property/Casualty (2.5%):
           6,343 Aetna Life & Casualty Co.   . . . . . . . . . . . . . . . . . . . . .      439
          25,220 Allstate Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,037
          26,848 American International Group, Inc.  . . . . . . . . . . . . . . . . .    2,483
           4,986 Chubb Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      482
           4,200 CIGNA Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      434
           4,586 General Re Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      711
           6,443 ITT Hartford (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      312
           5,386 Lincoln National Corp.  . . . . . . . . . . . . . . . . . . . . . . .      289
           6,828 SAFECO, Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      236
           4,820 St. Paul Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      268
           6,228 USF&G Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      105
                                                                                       -------- 
                                                                                          6,796
                                                                                       -------- 

       Leisure Time Industries (1.1%):
           5,085 Bally Entertainment Corp.   . . . . . . . . . . . . . . . . . . . . .       71
           5,386 Brunswick Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      129
           9,650 CUC International, Inc.   . . . . . . . . . . . . . . . . . . . . . .      329
           1,893 Handleman Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .       11
           5,692 Harrah's Entertainment, Inc. (b)  . . . . . . . . . . . . . . . . . .      138
           4,992 Hasbro, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      155
          12,438 Mattel, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      382
             957 Outboard Marine Corp.   . . . . . . . . . . . . . . . . . . . . . . .       19
          29,456 Walt Disney Co. (c)   . . . . . . . . . . . . . . . . . . . . . . . .    1,738
                                                                                       -------- 
                                                                                          2,972
                                                                                       -------- 

       Mining (0.5%):
           2,243 Asarco, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       72
           5,207 Cyprus Amax Minerals (c)  . . . . . . . . . . . . . . . . . . . . . .      136
          11,700 Freeport-McMoran Copper & Gold, Class B (b) . . . . . . . . . . . . .      329
           6,557 Inco Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      218
             386 Nacco Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . . .       21
           4,866 Newmont Mining Corp.  . . . . . . . . . . . . . . . . . . . . . . . .      220
           4,014 Phelps Dodge Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .      250
           7,099 Santa Fe Pacific Corp. (b)  . . . . . . . . . . . . . . . . . . . . .       86
                                                                                       -------- 
                                                                                          1,332
                                                                                       -------- 

       Motion Pictures (0.0%):
           2,057 King World Productions, Inc. (b)  . . . . . . . . . . . . . . . . . .       80
                                                                                       -------- 

       Motor Vechicle Parts (0.3%):
           5,586 Dana Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      163
           4,214 Eaton Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . . . .      226

</TABLE>


Continued

                                     B-131                                    13
<PAGE>   437
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Motor Vehicle Parts, continued:
           3,328 Echlin, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   121 
           6,964 Genuine Parts Co.   . . . . . . . . . . . . . . . . . . . . . . . . .      286
                                                                                        -------
                                                                                            796
                                                                                        -------

       Motor Vechicles (1.9%):
          21,559 Chrysler Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,194
          60,562 Ford Motor Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,756
          42,170 General Motors Corp.  . . . . . . . . . . . . . . . . . . . . . . . .    2,230
                                                                                        -------
                                                                                          5,180
                                                                                        -------

       Multiple Industry (1.8%):
           6,286 ALCO Standard Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      287
          15,828 Allied Signal, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      752
          12,942 Corning, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .      414
           5,386 Dial Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      160
           1,957 FMC Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . .      132
           4,435 Harcourt General, Inc.  . . . . . . . . . . . . . . . . . . . . . . .      186
           6,443 ITT Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . .      341
           6,443 ITT Industry, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . .      155
          23,600 Minnesota Mining & Manufacturing Co.  . . . . . . . . . . . . . . . .    1,564
           3,207 Teledyne, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .       82
           4,986 Textron, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      337
           3,614 TRW, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      280
           5,957 Whittman Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      139
                                                                                        -------
                                                                                          4,829
                                                                                        -------

       Petroleum--Domestic (2.4%):
           5,386 Amerada Hess Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .      285
          27,899 Amoco Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . . . .    2,005
           3,414 Ashland, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      120
           9,071 Atlantic Richfield Co.  . . . . . . . . . . . . . . . . . . . . . . .    1,005
           7,200 Burlington Northern, Inc.   . . . . . . . . . . . . . . . . . . . . .      283
           3,028 Kerr Mcgee Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      192
           1,871 Louisiana Land & Exploration Co.  . . . . . . . . . . . . . . . . . .       80
          17,985 Occidental Petroleums Corp.   . . . . . . . . . . . . . . . . . . . .      384
           5,486 Orxy Energy Co. (b)   . . . . . . . . . . . . . . . . . . . . . . . .       73
           2,543 Pennzoil Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      107
          14,742 Phillips Petroleum Co.  . . . . . . . . . . . . . . . . . . . . . . .      503
           5,044 Santa Fe Energy Resources, Inc. (b)   . . . . . . . . . . . . . . . .       49
           4,049 Sun Co., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      111
          10,228 Tenneco, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      508
          13,771 Unocal Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      401
          16,314 USX-Marathon Group, Inc.  . . . . . . . . . . . . . . . . . . . . . .      318
                                                                                        -------
                                                                                          6,424
                                                                                        -------

       Petroleum--International (5.7%):
          36,528 Chevron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,918
          69,469 Exxon Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,566
          22,242 Mobil Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,491
          29,956 Royal Dutch Petroleum Co. (c)   . . . . . . . . . . . . . . . . . . .    4,228
          14,642 Texaco, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,149
                                                                                        -------
                                                                                         15,352
                                                                                        -------

       Petroleum--Services (0.8%):
           8,048 Baker Hughes, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .      196
           9,914 Dresser Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .      242
           6,457 Halliburton Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      327
           1,371 Helmerich & Payne, Inc.   . . . . . . . . . . . . . . . . . . . . . .       41
           3,143 McDermott International ,Inc.   . . . . . . . . . . . . . . . . . . .       69
           4,714 Rowan Cos., Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . .       47
          13,871 Schlumberger, Ltd. (c)  . . . . . . . . . . . . . . . . . . . . . . .      961
           3,300 Western Atlas (b) . . . . . . . . . . . . . . . . . . . . . . . . . .      167
                                                                                        -------
                                                                                          2,050
                                                                                        -------

       Photography Equipment (0.5%):
          19,199 Eastman Kodak Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    1,286
           2,595 Polaroid Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      123
                                                                                        -------
                                                                                          1,409
                                                                                        -------

       Publishing (1.0%):
           5,614 Dow Jones & Co., Inc.   . . . . . . . . . . . . . . . . . . . . . . .      224
           7,971 Gannett, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .      489
           3,128 Knight-Ridder, Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      196
           2,828 McGraw-Hill Cos., Inc.  . . . . . . . . . . . . . . . . . . . . . . .      246
           1,614 Meredith Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .       68
           5,800 New York Times Co., Class A (c) . . . . . . . . . . . . . . . . . . .      172
          21,256 Time Warner, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      805
           6,328 Times Mirror Co., Class A . . . . . . . . . . . . . . . . . . . . . .      214
           3,814 Tribune Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      233
                                                                                        -------
                                                                                          2,647
                                                                                        -------

       Railroads (1.1%):
           8,100 Burlington  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      632
           4,486 Conrail, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      314
          11,514 CSX Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      525
           7,385 Norfolk Southern Corp.  . . . . . . . . . . . . . . . . . . . . . . .      586
          11,614 Union Pacific Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .      767
                                                                                        -------
                                                                                          2,824
                                                                                        -------

       Restaurants (0.8%):
           9,071 Darden Restaurants, Inc. (b)  . . . . . . . . . . . . . . . . . . . .      108
           1,393 Luby's Cafeterias, Inc.   . . . . . . . . . . . . . . . . . . . . . .       31
          39,312 McDonald's Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,774
           3,143 Ryan's Family Steak Houses, Inc. (b)  . . . . . . . . . . . . . . . .       22
           2,236 Shoney's Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . . .       23
           5,743 Wendy's International, Inc.   . . . . . . . . . . . . . . . . . . . .      122
                                                                                        -------
                                                                                          2,080
                                                                                        -------

       Retail--Food Stores (0.8%):
          14,428 Albertsons, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . .      474
           8,128 American Stores Co.   . . . . . . . . . . . . . . . . . . . . . . . .      217
           3,314 Giant Food, Inc., Class A . . . . . . . . . . . . . . . . . . . . . .      104
           2,143 Great Atlantic & Pacific Tea, Inc.  . . . . . . . . . . . . . . . . .       49
           6,786 Kroger Co. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .      254
           1,071 Longs Drug Stores, Inc.   . . . . . . . . . . . . . . . . . . . . . .       51
           4,886 Rite Aid Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      167
          14,056 Walgreen Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      420
           8,572 Winn Dixie Stores, Inc.   . . . . . . . . . . . . . . . . . . . . . .      316
                                                                                        -------
                                                                                          2,052
                                                                                        -------

       Retail--General Merchandise (2.4%):
           4,100 Dayton Hudson Corp.   . . . . . . . . . . . . . . . . . . . . . . . .      308
           6,329 Dillard Department Stores, Inc.   . . . . . . . . . . . . . . . . . .      180
          11,400 Federated Department Stores, Inc. (b)   . . . . . . . . . . . . . . .      314
          12,786 J.C. Penney Co., Inc.   . . . . . . . . . . . . . . . . . . . . . . .      609

</TABLE>


Continued



14                                     B-132
<PAGE>   438
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Retail--General Merchandise, continued:
          25,442 K Mart Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .  $   184
          14,160 May Department Stores, Co.  . . . . . . . . . . . . . . . . . . . . .      598
           2,043 Mercantile Stores Co., Inc.   . . . . . . . . . . . . . . . . . . . .       94
           4,686 Nordstrom, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      190
          10,913 Price/Costco, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . .      166
          21,828 Sears Roebuck & Co.   . . . . . . . . . . . . . . . . . . . . . . . .      851
           4,200 TJX Cos., Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .       79
         129,552 Wal-Mart Stores, Inc. (c)   . . . . . . . . . . . . . . . . . . . . .    2,899
           7,414 Woolworth Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . .       96
                                                                                        -------
                                                                                          6,568
                                                                                        -------

       Retail--Specialty (1.4%):
           5,700 Charming Shoppes, Inc.  . . . . . . . . . . . . . . . . . . . . . . .       16
           5,486 Circuit City Stores, Inc.   . . . . . . . . . . . . . . . . . . . . .      152
           8,300 Gap, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . .      349
          26,853 Home Depot, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    1,286
           6,600 Loews Corporation . . . . . . . . . . . . . . . . . . . . . . . . . .      517
           8,772 Lowe's Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      294
           5,857 Melville Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      180
           3,414 Pep Boys-Manny, Moe & Jack  . . . . . . . . . . . . . . . . . . . . .       87
           3,686 Tandy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      153
          20,499 The Limited, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .      356
          16,057 Toys R Us, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . .      349
                                                                                        -------
                                                                                          3,739
                                                                                        -------

       Savings & Loans (0.2%):
           6,643 Ahmanson H.F. & Co.   . . . . . . . . . . . . . . . . . . . . . . . .      176
           3,614 Golden West Financial Corp.   . . . . . . . . . . . . . . . . . . . .      200
           7,428 Great Western Financial Corp.   . . . . . . . . . . . . . . . . . . .      189
                                                                                        -------
                                                                                            565
                                                                                        -------

       Securities & Commercial Broker (2.6%):
           2,328 Alexander & Alexander Services, Inc.  . . . . . . . . . . . . . . . .       44
          27,406 American Express Co.  . . . . . . . . . . . . . . . . . . . . . . . .    1,134
           9,596 Dean Witter Discover & Co.  . . . . . . . . . . . . . . . . . . . . .      451
          10,100 Federal Home Loan Mortgage Corp.  . . . . . . . . . . . . . . . . . .      843
          15,414 Federal National Mortgage Assoc.  . . . . . . . . . . . . . . . . . .    1,913
           4,300 Marsh & McLennan Cos., Inc.   . . . . . . . . . . . . . . . . . . . .      382
           9,914 Merrill Lynch & Co., Inc.   . . . . . . . . . . . . . . . . . . . . .      506
           4,400 Morgan Stanley Group, Inc.  . . . . . . . . . . . . . . . . . . . . .      355
           6,143 Salomon, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      218
          18,113 Travelers Group, Inc. (c)   . . . . . . . . . . . . . . . . . . . . .    1,139
                                                                                        -------
                                                                                          6,985
                                                                                        -------

       Steel (0.3%):
           5,771 Armco, Inc. (b)   . . . . . . . . . . . . . . . . . . . . . . . . . .       34
           6,000 Bethlehem Steel Corp.   . . . . . . . . . . . . . . . . . . . . . . .       84
           2,357 Inland Steel Industries . . . . . . . . . . . . . . . . . . . . . . .       59
           4,956 Nucor Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      283
           4,411 USX-U.S. Steel Group, Inc.    . . . . . . . . . . . . . . . . . . . .      136
           5,138 Worthington Industries, Inc.  . . . . . . . . . . . . . . . . . . . .      107
                                                                                        -------
                                                                                            703
                                                                                        -------

       Textile Products (0.0%):
             857 Springs Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .       35
                                                                                        -------

       Software (0.3%):
           8,314 Automatic Data Processing, Inc.   . . . . . . . . . . . . . . . . . .      617
           3,000 Computer Sciences Corp. (b)   . . . . . . . . . . . . . . . . . . . .      211
                                                                                        -------
                                                                                            828
                                                                                        -------

       Tire & Rubber Products (0.2%):
           4,786 Cooper Tire & Rubber Co. (c)  . . . . . . . . . . . . . . . . . . . .      118
           8,528 Goodyear Tire & Rubber Co.  . . . . . . . . . . . . . . . . . . . . .      387
                                                                                        -------
                                                                                            505
                                                                                        -------

       Tobacco (1.9%):
          10,145 American Brands, Inc.   . . . . . . . . . . . . . . . . . . . . . . .      453
          46,913 Phillip Morris Cos., Inc.   . . . . . . . . . . . . . . . . . . . . .    4,246
          11,514 UST, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      384
                                                                                        -------
                                                                                          5,083
                                                                                        -------

       Trucking (0.1%):
           1,914 Consolidated Freightways, Inc.  . . . . . . . . . . . . . . . . . . .       51
           2,243 Roadway Services, Inc.  . . . . . . . . . . . . . . . . . . . . . . .      110
           1,643 Yellow Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       20
                                                                                        -------
                                                                                            181
                                                                                        -------

       Utilities--Electric (3.6%):
          10,443 American Electric Power, Inc.   . . . . . . . . . . . . . . . . . . .      423
           8,329 Baltimore Gas & Electric Co.  . . . . . . . . . . . . . . . . . . . .      237
           9,172 Carolina Power & Light Co.  . . . . . . . . . . . . . . . . . . . . .      316
          10,742 Central & South West Corp.  . . . . . . . . . . . . . . . . . . . . .      299
           8,478 Cinergy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      260
          13,285 Consolidated Edison Co., Inc. (c)   . . . . . . . . . . . . . . . . .      425
           8,400 Detroit Edison Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      290
           9,585 Dominion Resources, Inc. of Virginia  . . . . . . . . . . . . . . . .      395
          11,514 Duke Power Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . . .      545
          12,943 Entergy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      379
          10,585 FPL Group, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .      491
           6,200 General Public Utilities Corp.  . . . . . . . . . . . . . . . . . . .      211
          14,556 Houston Industries, Inc.  . . . . . . . . . . . . . . . . . . . . . .      353
           8,114 Niagara Mohawk Power Corp.  . . . . . . . . . . . . . . . . . . . . .       78
           3,814 Northern States Power Co.   . . . . . . . . . . . . . . . . . . . . .      187
           8,685 Ohio Edison Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      204
          24,513 Pacific Gas & Electric Co. (c)  . . . . . . . . . . . . . . . . . . .      696
          15,757 Pacificorp  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      335
          12,400 Peco Energy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .      374
           8,800 PP&L Resources Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      220
          13,800 Public Service Enterprise Group, Inc. (c)   . . . . . . . . . . . . .      423
          25,200 SCE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      447
          37,414 Southern Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      921
          12,514 Texas Utilities Co. (c)   . . . . . . . . . . . . . . . . . . . . . .      515
          12,000 Unicom Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      393
           5,700 Union Electric Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      238
                                                                                        -------
                                                                                          9,655
                                                                                        -------

       Utilities--Gas/Pipeline (0.8%):
           5,757 Coastal Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      214
           3,028 Columbia Gas System, Inc. (b)   . . . . . . . . . . . . . . . . . . .      133
           5,286 Consolidated Natural Gas Co.  . . . . . . . . . . . . . . . . . . . .      240
             871 Eastern Enterprises . . . . . . . . . . . . . . . . . . . . . . . . .       31
          14,212 Enron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      542
           3,814 Enserch Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .       62
           3,214 NICOR, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       88

</TABLE>
Continued

                                     B-133                                   15
<PAGE>   439
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                          SECURITY                                 MARKET
       PRINCIPAL AMOUNT                     DESCRIPTION                                VALUE
       ----------------                     -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Utilities--Gas/Pipeline, continued:
           6,843 Noram Energy Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . $     61
           1,514 ONEOK, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       35
           4,783 Pacific Enterprises . . . . . . . . . . . . . . . . . . . . . . . . .      135
           8,186 Panhandle Eastern Corp.   . . . . . . . . . . . . . . . . . . . . . .      228
           1,957 People's Energy Corp.   . . . . . . . . . . . . . . . . . . . . . . .       62
           4,886 Sonat, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      174
           6,086 Williams Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      267
                                                                                       --------
                                                                                          2,272
                                                                                       --------

       Utilities--Telephone (8.1%):
          10,800 Alltel Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      319
          31,356 Ameritech Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    1,850
          89,427 AT&T Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,790
          24,756 Bell Atlantic Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .    1,656
          56,056 Bellsouth Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    2,438
          54,498 GTE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,398
          38,084 MCI Communications Corp.  . . . . . . . . . . . . . . . . . . . . . .      995
          24,056 Nynex Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,299
          23,942 Pacific Telesis Group . . . . . . . . . . . . . . . . . . . . . . . .      805
          34,370 SBC Communications, Inc.  . . . . . . . . . . . . . . . . . . . . . .    1,976
          19,500 Sprint Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      778
          26,156 U.S. West, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . .      935
          26,156 U.S. West Media Group (b) . . . . . . . . . . . . . . . . . . . . . .      497
                                                                                       --------
                                                                                         21,736
                                                                                       --------
       Total Common Stocks                                                              258,628
                                                                                       --------

       INVESTMENT COMPANIES (0.9%):
       2,510,843 Aquila Churchill Cash Reserves Money Market . . . . . . . . . . . . .    2,511
                                                                                       --------
       Total Investment Companies                                                         2,511
                                                                                       --------

       U.S. TREASURY BILLS (0.1%):
          95,000 1/11/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       95
         220,000 1/25/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      219
                                                                                       --------
       Total U.S. Treasury Bills                                                            314
                                                                                       --------
       Total Investments, at value                                                      261,453
                                                                                       --------


       REPURCHASE AGREEMENT (2.9%):
       7,754,000 Lehman Brothers 5.96%, 1/2/96 (collateralized by 7,945,000 Federal       
                 National Mortgage Assoc., 0.00%, 1/22/96, market value--$7,914) . . .    7,754
                                                                                       --------
         Total Repurchase Agreement                                                       7,754
                                                                                       --------
         Total (Cost--$208,627)(a)                                                     $269,207
                                                                                       ========

<FN>
___________

Percentages indicated are based on net assets of $268,718.

        (a) Represents cost for federal income tax purposes and differs from
            value by net unrealized appreciation of securities as follows:
               Unrealized appreciation . . . . . . . . . . . . . . . .  $65,227
               Unrealized depreciation . . . . . . . . . . . . . . . .   (4,647)
                                                                        -------

               Net unrealized appreciation . . . . . . . . . . . . . .  $60,580
                                                                        -------
        (b) Represents non-income producing security.
        (c) A portion of this security was loaned as of December 31, 1995.

</TABLE>

At December 31, 1995, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                   OPENING   MARKET
                   NUMBER OF                                      POSITIONS  VALUE
                   CONTRACTS            CONTRACT TYPE               (000)    (000)
                   ---------            -------------             ---------  ------
                      <S>    <C>                                     <C>     <C>
                      26     S&P 500 March 1996  . . . . . . . .     $8,104  $8,040
</TABLE>


See notes to financial statements.

16                                   B-134
<PAGE>   440
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                               SECURITY                                 MARKET
       PRINCIPAL AMOUNT                          DESCRIPTION                                VALUE
       ----------------                          -----------                                -----
       <S>                                                                               <C>
       COMMON STOCKS (88.7%):
       Banks (4.3%):
         100,000 Chase Manhattan Corp.   . . . . . . . . . . . . . . . . . . . . . . . $  6,062
         100,000 Citicorp  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,725
          60,000 Keycorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,175
          25,000 Mellon Bank Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .    1,344
         140,000 U.S. Bancorp (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    4,707
                                                                                       --------
                                                                                         21,013
                                                                                       --------

       Business Equipment & Services (2.3%):
         225,000 Browning Ferris Industries, Inc.  . . . . . . . . . . . . . . . . . .    6,637
         150,000 WMX Technologies, Inc.  . . . . . . . . . . . . . . . . . . . . . . .    4,481
                                                                                       --------
                                                                                         11,118
                                                                                       --------

       Capital Equipment (1.9%):
         282,000 General Signal Corp. (c)  . . . . . . . . . . . . . . . . . . . . . .    9,130
                                                                                       --------

       Chemicals--Petroleum & Inorganics (1.8%):
         125,000 Dow Chemical Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    8,797
                                                                                       --------


       Chemicals--Specialty (2.9%):
         150,000 Betz Laboratories Inc. (c)  . . . . . . . . . . . . . . . . . . . . .    6,150
         150,000 Lubrizol Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,181
         125,000 Nalco Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . .    3,766
                                                                                       --------
                                                                                         14,097
                                                                                       --------

       Computers--Main/Mini (1.9%):
          70,000 International Business Machines Corp.   . . . . . . . . . . . . . . .    6,423
         500,000 Unisys, Corp. (b)   . . . . . . . . . . . . . . . . . . . . . . . . .    2,813
                                                                                       --------
                                                                                          9,236
                                                                                       --------

       Computer--Micro (2.3%):
         350,000 Apple Computer, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . .   11,156
                                                                                       --------

       Computer--Peripheral (0.7%):
         250,000 Novell, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .    3,562
                                                                                       --------

       Electrical Equipment (1.2%):
         350,000 Westinghouse Electric Corp. (c)   . . . . . . . . . . . . . . . . . .    5,775
                                                                                       --------

       Electronic Components (1.3%):
         391,800 Advanced Micro Devices, Inc. (b)  . . . . . . . . . . . . . . . . . .    6,465
                                                                                       --------

       Financial (1.2%):
         450,000 Horsham Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,075
                                                                                       --------

       Forest/Paper Products (1.5%):
         200,000 International Paper Co. (c)   . . . . . . . . . . . . . . . . . . . .    7,575
                                                                                       --------

       Gold/Precious Metals (0.8%):
         100,000 ASA Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,712
                                                                                       --------

       Health Care--General (1.0%):
         150,000 Hillenbrand Industry, Inc.  . . . . . . . . . . . . . . . . . . . . .    5,081
                                                                                       --------

       Household--General Products (1.9%):
         115,000 American Greetings Corp.-Class A  . . . . . . . . . . . . . . . . . .    3,177
         250,000 Rubbermaid, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    6,375
                                                                                       --------
                                                                                          9,552
                                                                                       --------

       Household--Major Appliances (1.4%):
         250,000 Singer Co. N.V.   . . . . . . . . . . . . . . . . . . . . . . . . . .   $6,969
                                                                                       --------

       Insurance--Life (0.9%):
          85,000 Kemper Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    4,218
                                                                                       --------

       Insurance--Property/Casualty (4.3%):
         125,000 Aetna Life & Casualty Co.   . . . . . . . . . . . . . . . . . . . . .    8,656
          60,000 CIGNA Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,195
          15,000 General Re Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,325
          75,000 Lincoln National Corp.  . . . . . . . . . . . . . . . . . . . . . . .    4,004
                                                                                       --------
                                                                                         21,180
                                                                                       --------

       Leisure Time Industries (1.5%):
         200,000 Brunswick Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    4,800
         250,000 International Game Technologies . . . . . . . . . . . . . . . . . . .    2,719
                                                                                       --------
                                                                                          7,519
                                                                                       --------

       Mining (2.4%):
         450,000 Cyprus AMAX Minerals (c)  . . . . . . . . . . . . . . . . . . . . . .   11,756
                                                                                       --------

       Motor Vechicles (0.8%):
          75,000 General Motors Corp.  . . . . . . . . . . . . . . . . . . . . . . . .    3,966
                                                                                       --------

       Multiple Industry (3.0%):
         250,000 Corning, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .    8,000
         450,000 Hanson Trust PLC ADR (c)  . . . . . . . . . . . . . . . . . . . . . .    6,862
                                                                                       --------
                                                                                         14,862
                                                                                       --------
       Packaging (0.9%):
         100,000 Temple Inland, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . .    4,413
                                                                                       --------

       Petroleum--Domestic (15.0%):
         124,500 Ashland, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .    4,373
         150,000 Atlantic Richfield Co.  . . . . . . . . . . . . . . . . . . . . . . .   16,612
         150,000 Murphy Oil Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    6,225
         450,000 Occidental Petroleums Corp.   . . . . . . . . . . . . . . . . . . . .    9,619
          40,000 Pennzoil Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,690
         229,000 Phillips Petroleum, Co.   . . . . . . . . . . . . . . . . . . . . . .    7,808
         198,933 Sun Co., Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .    5,446
         325,000 Tenneco Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16,128
         299,500 USX-Marathon Group, Inc.  . . . . . . . . . . . . . . . . . . . . . .    5,840
                                                                                       --------
                                                                                         73,741
                                                                                       --------

       Petroleum--Internatonal (1.9%)
         100,000 Exxon Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,012
          50,000 YPF Sociedad Anonima, ADR . . . . . . . . . . . . . . . . . . . . . .    1,081
                                                                                       --------
                                                                                          9,093
                                                                                       --------
       Publishing (0.6%):
         100,000 New York Times Co., Class A . . . . . . . . . . . . . . . . . . . . .    2,963
                                                                                       --------
       Railroad (1.4%):
         100,000 Conrail, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,000
                                                                                       --------

       Retail--Food Stores (1.9%):
         350,000 American Stores Co.   . . . . . . . . . . . . . . . . . . . . . . . .    9,363
                                                                                       --------
</TABLE>

Continued

                                     B-135                                    17

<PAGE>   441
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                               SECURITY                                 MARKET
       PRINCIPAL AMOUNT                          DESCRIPTION                                VALUE
       ----------------                          -----------                                -----
       <S>                                                                               <C>
       COMMON STOCKS, CONTINUED: 
       Retail--General Merchants (1.4%):
         250,000 Dillard Department Stores,                                            $  7,125
                                                                                       --------
       Retail--Specialty (2.2%):
         150,000 Best Buy (b) (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,438
         300,000 The Limited, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .    5,213
         150,000 Toys R Us (b) (c) . . . . . . . . . . . . . . . . . . . . . . . . . .    3,263
                                                                                       --------
                                                                                         10,914
                                                                                       --------

       Savings & Loans (0.6%):
         105,600 Ahmanson H.F. & Co.   . . . . . . . . . . . . . . . . . . . . . . . .    2,798
                                                                                       --------

       Securities & Commisions Broker (5.8%):
         100,000 American Express Co.  . . . . . . . . . . . . . . . . . . . . . . . .    4,137
          67,800 Federal National Mortgage Assoc.  . . . . . . . . . . . . . . . . . .    8,416
         250,000 Salomon, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,875
         115,000 Travelers Group, Inc.   . . . . . . . . . . . . . . . . . . . . . . .    7,231
                                                                                       --------
                                                                                         28,659
                                                                                       --------

       Steel (1.2%):
         186,500 USX-U.S. Steel Group Inc.   . . . . . . . . . . . . . . . . . . . . .    5,735
                                                                                       --------

       Tire/Rubber Products (1.2%):
         250,000 Cooper Tire & Rubber Co. (c)  . . . . . . . . . . . . . . . . . . . .    6,156
                                                                                       --------


       Utilities--Electric (5.9%):
         150,000 American Electric Power, Inc. (c)   . . . . . . . . . . . . . . . . .    6,075
         200,000 Central & South West Corp.  . . . . . . . . . . . . . . . . . . . . .    5,575
         155,000 Dominion Resources Inc. of Virginia . . . . . . . . . . . . . . . . .    6,394
         100,000 Pacific Gas & Electric Co.  . . . . . . . . . . . . . . . . . . . . .    2,837
         200,000 SCE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,550
         189,900 Southern Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,676
                                                                                       --------
                                                                                         29,107
                                                                                       --------

       Utilities--Gas/Pipeline (2.9%):
          50,000 Consolidated Natural Gas Co.  . . . . . . . . . . . . . . . . . . . .    2,269
         750,500 Enserch Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .   12,196
                                                                                       --------
                                                                                         14,465
                                                                                       --------

       Utilities--Telephone (4.6%):
         100,000 BellSouth Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    4,350
         160,000 GTE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,040
         100,000 Pacific Telesis Group (c) . . . . . . . . . . . . . . . . . . . . . .    3,363
          50,000 SBC Communications, Inc.  . . . . . . . . . . . . . . . . . . . . . .    2,875
         125,000 Sprint Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,984
                                                                                       --------
                                                                                         22,612
                                                                                       --------
        Total Common Stocks                                                             436,958
                                                                                       --------

       PREFERRED STOCKS (1.8%):   
       1,400,000 RJR, Series C . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,925
                                                                                       --------
        Total Preferred Stocks                                                            8,925
                                                                                       --------

       U.S. TREASURY BILLS (0.1%):
         360,000 1/25/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      359
                                                                                       --------
        Total U.S. Treasury Bills                                                           359
                                                                                       --------

       INVESTMENT COMPANIES (0.5%):
       2,510,843 Aquila Churchill Cash Reserves Money Market . . . . . . . . . . . . .    2,511
                                                                                       --------
        Total Investment Companies                                                        2,511
                                                                                       --------
        Total Investments, at value                                                     448,753
                                                                                       --------

       REPURCHASE AGREEMENT (9.6%):
       47,493,000    Lehman Brothers 5.96%, 1/2/96                                      
          (collateralized by 48,635,000 Federal 
          National Mortgage Assoc., 0.00%,
          1/22/96, market value--$48,445). . . . . . . . . . . . . . . . . . . . . . .   47,493
                                                                                       --------
        Total Repurchase Agreement                                                       47,493
                                                                                       --------
        Total (Cost--$495,738)(a)                                                      $496,246
                                                                                       ========

<FN>
___________

Percentages indicated are based on net assets of $492,753.

        (a) Represents cost for financial reporting purposes and differs from
            cost basis for federal income tax purposes by the amount of losses
            recognized for financial reporting purposes in excess of federal
            income tax reporting of approximately $571.  Cost for federal
            income tax purposes differs from value by net unrealized
            depreciation of securities as follows:

              Unrealized appreciation . . . . . . . . . . . . . . .   $ 19,029
              Unrealized depreciation . . . . . . . . . . . . . . .    (19,092)
                                                                      --------
              Net unrealized depreciation . . . . . . . . . . . . .   $    (63)
                                                                      ========

        (b) Represents non-income producing income.
        (c) A portion of the security was loaned as of December 31, 1995.

</TABLE>


See notes to financial statements.
<PAGE>   442
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                         SECURITY                                MARKET
       PRINCIPAL AMOUNT                   DESCRIPTION                                VALUE
       ----------------                   -----------                               ------
       <S>                                                                              <C>
       COMMON STOCKS (98.1%):
       Agriculture (1.1%):
          150,000 Pioneer Hi-Bred International, Inc. (c)   . . . . . . . . . . . . . $   8,344
                                                                                      ---------

       Banks (2.3%):
          130,000 J.P. Morgan & Co., Inc.   . . . . . . . . . . . . . . . . . . . . .    10,432
          200,000 U.S. Bancorp (c)  . . . . . . . . . . . . . . . . . . . . . . . . .     6,725
                                                                                      ---------
                                                                                         17,157
                                                                                      ---------

       Beverages (1.6%):
          210,000 PepsiCo., Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    11,734
                                                                                      ---------

       Business Services (1.5%):
          170,000 Dun & Bradstreet Corp. (c)  . . . . . . . . . . . . . . . . . . . .    11,008
                                                                                      ---------

       Chemicals--Petroleum & Inorganics (1.2%):
          125,000 Dow Chemical Co.  . . . . . . . . . . . . . . . . . . . . . . . . .     8,797
                                                                                      ---------

       Chemicals--Specialty (2.6%):
          215,000 Air Products & Chemical, Inc.   . . . . . . . . . . . . . . . . . .    11,341
          250,000 Nalco Chemical (c)  . . . . . . . . . . . . . . . . . . . . . . . .     7,531
                                                                                      ---------
                                                                                         18,872
                                                                                      ---------

       Computer--Main/Mini (2.4%):
          120,000 International Business Machines Corp.   . . . . . . . . . . . . . .    11,010
          250,000 Silicon Graphics, Inc. (b)  . . . . . . . . . . . . . . . . . . . .     6,875
                                                                                      ---------
                                                                                         17,885
                                                                                      ---------

       Cosmetic/Toiletry (1.5%):
          225,000 International Flavors & Fragrances, Inc.  . . . . . . . . . . . . .    10,800
                                                                                      ---------

       Electrical Equipment (1.9%):
          175,000 Emerson Electric Co.  . . . . . . . . . . . . . . . . . . . . . . .    14,306
                                                                                      ---------

       Electrical Component (4.4%):
          320,000 AMP, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12,280
          200,000 Motorola, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . .    11,400
          175,000 Texas Instruments, Inc.   . . . . . . . . . . . . . . . . . . . . .     9,056
                                                                                      ---------     
                                                                                         32,736
                                                                                      ----------    

       Engineering & Construction (1.5%):
          165,000 Fluor Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .    10,890
                                                                                      ---------

       Environmental Services (2.3%):
          200,000 Browning Ferris Industries, Inc.  . . . . . . . . . . . . . . . . .     5,900
          375,000 WMX Technologies, Inc.  . . . . . . . . . . . . . . . . . . . . . .    11,203
                                                                                      ---------
                                                                                         17,103
                                                                                      ---------

       Food & Related (6.1%):
          200,000 Archer Daniels Midland Co. (c)  . . . . . . . . . . . . . . . . . .     3,600
          155,000 CPC International, Inc.   . . . . . . . . . . . . . . . . . . . . .    10,637
          160,000 H.J. Heinz Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .     5,300
          160,000 Hershey Foods Corp.   . . . . . . . . . . . . . . . . . . . . . . .    10,400
          100,000 Kellogg Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,725
           55,000 Unilever, N.V.  . . . . . . . . . . . . . . . . . . . . . . . . . .     7,741
                                                                                      ---------
                                                                                         45,403
                                                                                      ---------

       Forest/Paper Products (4.1%):
          120,000 Consolidated Papers, Inc.   . . . . . . . . . . . . . . . . . . . .     6,735
          170,000 Kimberly Clark Corp. (c)  . . . . . . . . . . . . . . . . . . . . .    14,067
          245,000 International Paper Co.   . . . . . . . . . . . . . . . . . . . . .     9,279
                                                                                      ---------
                                                                                         30,081
                                                                                      ---------

       Furniture/Furnishings (1.5%):
          350,000 Masco Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    10,981
                                                                                      ---------

       Health Care--Drugs (6.8%):
          325,000 Abbott Laboratories . . . . . . . . . . . . . . . . . . . . . . . .    13,569
          300,000 Alza Corp. (b) (c)  . . . . . . . . . . . . . . . . . . . . . . . .     7,425
          180,000 Elan Corp., PLC ADR (b) (c) . . . . . . . . . . . . . . . . . . . .     8,753
          190,000 Merck & Co., Inc. (c)   . . . . . . . . . . . . . . . . . . . . . .    12,493
          130,000 Pfizer, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,190
                                                                                      ---------
                                                                                         50,430
                                                                                      ---------

       Health Care--General (1.6%):
          140,000 Johnson & Johnson (c) . . . . . . . . . . . . . . . . . . . . . . .    11,987
                                                                                      ---------

       Hospital Supply & Management (1.4%):
          200,000 Columbia/HCA Healthcare Corp. (c)   . . . . . . . . . . . . . . . .    10,150
                                                                                      ---------

       Household--General Products (4.0%):
          150,000 Colgate-Palmolive . . . . . . . . . . . . . . . . . . . . . . . . .    10,537
          165,000 Procter & Gamble Co.  . . . . . . . . . . . . . . . . . . . . . . .    13,695
          200,000 Rubbermaid, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . .     5,100
                                                                                      ---------
                                                                                         29,332
                                                                                      ---------

       Insurance--Property & Casualty (4.5%):
          125,000 American International Group, Inc.  . . . . . . . . . . . . . . . .    11,562
          120,000 Marsh & McLennan Cos., Inc.   . . . . . . . . . . . . . . . . . . .    10,650
          200,000 St. Paul Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . .    11,125
                                                                                      ---------
                                                                                         33,337
                                                                                      ---------
       Leisure Time Industries (1.2%):
          145,000 Walt Disney Co. (c)   . . . . . . . . . . . . . . . . . . . . . . .     8,555
                                                                                      ---------

       Machinery & Equipment (3.1%):
          100,000 Illinois Tool Works, Inc.   . . . . . . . . . . . . . . . . . . . .     5,900
          200,000 Ingersoll Rand Co.  . . . . . . . . . . . . . . . . . . . . . . . .     7,025
          375,000 Pall Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10,078
                                                                                      ---------
                                                                                         23,003
                                                                                      ---------

       Medical Equipment & Supplies (1.5%):
          150,000 Bard C.R., Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .     4,837
          115,000 Medtronic, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .     6,426
                                                                                      ---------
                                                                                         11,263
                                                                                      ---------
       Mining (1.4%):
          400,000 Cyprus AMAX Minerals (c)  . . . . . . . . . . . . . . . . . . . . .    10,450
                                                                                      ---------

       Motor Vehicles (1.5%)
          210,000 General Motors Corp., Class E (c) . . . . . . . . . . . . . . . . .    10,920
                                                                                      ---------

       Motor Vehicle Parts (3.0%):
          310,000 Echlin, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,315
          135,000 TRW, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10,462
                                                                                      ---------

</TABLE>
<PAGE>   443
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Growth Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                         SECURITY                                    MARKET
       PRINCIPAL AMOUNT                   DESCRIPTION                                    VALUE
       ----------------                   -----------                                   ------
       <S>                                                                              <C>
       COMMON STOCKS, CONTINUED:
       Motor Vehicle Parts, continued:
                                                                                       $ 21,777
                                                                                       --------
       Multiple Industry (1.8%):
          200,000 Minnesota Mining & Manufacturing Co.,   . . . . . . . . . . . . . .    13,250
                                                                                       --------
       Office Equipment & Services (2.9%):
          150,000 Automatic Data Processing, Inc.   . . . . . . . . . . . . . . . . .    11,138
          120,000 Hewlett Packard Co.   . . . . . . . . . . . . . . . . . . . . . . .    10,050
                                                                                       --------
                                                                                         21,188
                                                                                       --------

       Petroleum--Domestic (2.3%):
          120,000 Kerr McGee Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .     7,620
          325,000 UNOCAL Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .     9,466
                                                                                       --------
                                                                                         17,086
                                                                                       --------

       Petroleum--International (3.1%):
          200,000 Chevron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    10,500
          110,000 Mobil Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    12,320
                                                                                       --------
                                                                                         22,820
                                                                                       --------

       Petroleum--Services (2.9%):
          215,000 Halliburton Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    10,884
          150,000 Schlumberger, Ltd. (c)  . . . . . . . . . . . . . . . . . . . . . .    10,388
                                                                                       --------
                                                                                         21,272
                                                                                       --------


       Photo Equipment (1.5%):
          160,000 Eastman Kodak Co.   . . . . . . . . . . . . . . . . . . . . . . . .    10,720
                                                                                       --------


       Publishing (3.2%):
          210,000 Gannett, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . .    12,889
          120,000 McGraw-Hill Cos., Inc.  . . . . . . . . . . . . . . . . . . . . . .    10,455
                                                                                       --------
                                                                                         23,344
                                                                                       --------

       Railroads (2.7%):
          110,000 Norfolk Southern Corp.  . . . . . . . . . . . . . . . . . . . . . .     8,731
          175,000 Union Pacific Corp. (c)   . . . . . . . . . . . . . . . . . . . . .    11,550
                                                                                       --------
                                                                                         20,281
                                                                                       --------

       Restaurants (1.3%):
          220,000 McDonald's Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .     9,928
                                                                                       --------

       Retail--Food Stores (1.4%):
          350,000 Walgreen Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    10,456
                                                                                       --------

       Retail--General Merchant (1.4%):
          450,000 Wal-Mart Stores, Inc. (c)   . . . . . . . . . . . . . . . . . . . .    10,069
                                                                                       --------

       Retail--Specialty (1.7%):
          210,000 Home Depot, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . .    10,054
          175,000 Intimate Brands, Inc. (b) (c)   . . . . . . . . . . . . . . . . . .     2,625
                                                                                       --------
                                                                                         12,679
                                                                                       --------

       Transportation (0.9%):
          270,000 Ryder Systems, Inc.   . . . . . . . . . . . . . . . . . . . . . . .     6,683
                                                                                       --------

       Utilities--Gas/Pipeline (0.9%):
          140,000 Consolidated Natural Gas Co.  . . . . . . . . . . . . . . . . . . .     6,353
                                                                                       --------

       Utilities--Telephone (3.1%):
          220,000 AT&T Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,245
          200,000 GTE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,800
                                                                                       --------
                                                                                         23,045
                                                                                       --------

       Wholesale Distribution (1.0%):
          140,000 Cardinal Health, Inc.   . . . . . . . . . . . . . . . . . . . . . .     7,665
                                                                                       --------
        Total Common Stocks                                                             724,140
                                                                                       --------
        Total Investments, at value                                                     724,140
                                                                                       --------

       Investment Companies (0.3%):
        2,500,000 Aquila Churchill Cash Reserves Money Market . . . . . . . . . . . .     2,500
                                                                                       --------
        Total Investment Companies                                                        2,500
                                                                                       --------

       Repurchase Agreement (2.9%):
        21,291,000 Lehman Brothers, 5.96% 1/2/96 
                     (collateralized by 21,880,000 Federal                              
                     National Mortgage Assoc. Notes, 
                     0.00%, 2/5/96-3/18/96, market
                     value--$21,720)  . . . . . . . . . . . . . . . . . . . . . . . .    21,291 
                                                                                       --------
        Total Repurchase Agreement                                                       21,291
                                                                                       --------
        Total (Cost--$625,588)(a)                                                      $747,931
                                                                                       ========
<FN>
___________

Percentages are based on net assets of $438,627.

        (a) Represents cost for financial reporting purposes and differs from
            cost basis for federal income tax purposes by the amount of losses
            recognized for financial reporting in excess of federal income tax
            reporting of approximately $90. Cost for federal tax purposes
            differs from value by net unrealized appreciation of securities as
            follows:

               Unrealized appreciation . . . . . . . . . . . . . . . . $133,256
               Unrealized depreciation . . . . . . . . . . . . . . . .  (11,003)
                                                                       --------
               Net unrealized appreciation . . . . . . . . . . . . . . $122,253
                                                                       ========
        (b) Represents non-income producing security.
        (c) A portion of this security was loaned as of December 31, 1995.

        ADR -- American Depository Receipt

</TABLE>


See notes to financial statements.

20                                   B-138
<PAGE>   444

<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Disciplined Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                            SECURITY                                 MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                             <C>
       COMMON STOCKS (98.7%):
       Apparel (1.4%):
         276,000 Liz Claiborne (c) . . . . . . . . . . . . . . . . . . . . . . . . . . $  7,659
                                                                                       --------
       Banking (11.6%):
          77,000 Bancorp Hawaii, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .    2,762
         150,000 Comerica, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,019
         100,000 First American Bank Corp.   . . . . . . . . . . . . . . . . . . . . .    4,437
         195,000 First Chicago Corp. (c)   . . . . . . . . . . . . . . . . . . . . . .    7,702
         100,000 First Security Corp.  . . . . . . . . . . . . . . . . . . . . . . . .    3,850
         120,000 First Union Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . .    6,675
         160,000 Illinova Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,800
         177,000 Keycorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,416
         180,000 ONBANCorp, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .    6,007
          92,000 Regions Financial Corp. (c)   . . . . . . . . . . . . . . . . . . . .    3,956
         210,000 U.S. Bancorp (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    7,061
          71,000 Wilmington Trust Corp.  . . . . . . . . . . . . . . . . . . . . . . .    2,192
                                                                                       --------
                                                                                         61,877
                                                                                       --------

       Beverages (1.8%):
         130,000 Coca Cola Co.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,477
         267,000 Coors Adolph Co., Class B . . . . . . . . . . . . . . . . . . . . . .    5,907
                                                                                       --------
                                                                                          9,384
                                                                                       --------

       Business Equipment & Services (0.8%):
         180,000 Comdisco, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,073
                                                                                       --------


       Capital Goods (0.3%):
          73,000 Watts Industries  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,697
                                                                                       --------

       Chemicals--Petroleum & Inorganic (1.5%):
          50,000 ARCO Chemical Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    2,431
          75,000 Olin Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,569
                                                                                       --------
                                                                                          8,000
                                                                                       --------

       Chemicals--Specialty (1.8%):
         145,000 Albemarle Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    2,809
          80,000 Eastman Chemical Co. (c)  . . . . . . . . . . . . . . . . . . . . . .    5,010
          60,000 Hanna (M.A.) Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,680
                                                                                       --------
                                                                                          9,499
                                                                                       --------
       Commercial Services (1.1%):
          60,000 Flightsafety International  . . . . . . . . . . . . . . . . . . . . .    3,015
          96,500 Kelly Services, Class A . . . . . . . . . . . . . . . . . . . . . . .    2,678
                                                                                       --------
                                                                                          5,693
                                                                                       --------

       Communications Equipment (0.8%):
          80,000 Harris Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    4,370
                                                                                       --------

       Computer--Peripherals (1.8%):
         450,000 Conner Peripherals (b)  . . . . . . . . . . . . . . . . . . . . . . .    9,450
                                                                                       --------

       Cosmetics/Toiletry (0.9%):
         150,000 Helene Curtis Industries, Inc.  . . . . . . . . . . . . . . . . . . .    4,744
                                                                                       --------

       Defense (1.7%):
          40,000 Harsco Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,325
         137,000 Loral Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,846
          36,000 Raytheon Co. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,701
                                                                                       --------
                                                                                          8,872
                                                                                       --------

       Electrical Equipment (0.9%):
          70,000 Johnson Controls, Inc.  . . . . . . . . . . . . . . . . . . . . . . .    4,813
                                                                                       --------

       Electronic Components (2.4%):
         110,000 Avnet, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . . . . .    4,922
         190,000 Dallas Semi-Conductors Co.  . . . . . . . . . . . . . . . . . . . . .    3,942
         125,000 Molex, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,969
                                                                                       --------
                                                                                         12,833
                                                                                       --------

       Environmental Services (0.8%):
         193,000 Wellman, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,391
                                                                                       --------

       Financial Services (2.5%):
         300,000 Bear Stearns Cos., Inc. (c)   . . . . . . . . . . . . . . . . . . . .    5,962
         122,000 Edwards A.G. Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .    2,913
          60,000 Morgan Stanley Group, Inc. (c)  . . . . . . . . . . . . . . . . . . .    4,838
                                                                                       --------
                                                                                         13,713
                                                                                       --------

       Food & Related (1.0%):
          70,000 International Multifoods Corp.  . . . . . . . . . . . . . . . . . . .    1,409
         150,000 Tyson Foods Inc., Class A . . . . . . . . . . . . . . . . . . . . . .    3,919
                                                                                       --------
                                                                                          5,328
                                                                                       --------


       Forest/Paper Products (3.1%):
          90,000 Chesapeake Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,666
         105,000 Consolidated Papers, Inc.   . . . . . . . . . . . . . . . . . . . . .    5,893
          65,000 International Paper Co.   . . . . . . . . . . . . . . . . . . . . . .    2,462
          53,000 Pentair, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,637
          83,000 Rayonier, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,770
                                                                                       --------
                                                                                         16,428
                                                                                       --------

       Health Care--Drugs (0.5%):
          60,000 Baxter International, Inc.  . . . . . . . . . . . . . . . . . . . . .    2,513
                                                                                       --------

       Industrial Goods & Services (1.0%):
          54,000 United Technologies Corp. (c)   . . . . . . . . . . . . . . . . . . .    5,123
                                                                                       --------

       Insurance--Life (3.2%):
         130,000 AFLAC, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,639
         248,000 John Alden Financial Corp.  . . . . . . . . . . . . . . . . . . . . .    5,177
         160,000 Ohio Casualty Corp.   . . . . . . . . . . . . . . . . . . . . . . . .    6,200
                                                                                       --------
                                                                                         17,016
                                                                                       --------

       Insurance--Property/Casualty (8.0%):
         110,000 Ace Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,373
         190,000 American Financial Group  . . . . . . . . . . . . . . . . . . . . . .    5,819
          40,000 MBIA, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,000
         150,000 Mid Ocean Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,569
         200,000 Partnerre Holdings Ltd.   . . . . . . . . . . . . . . . . . . . . . .    5,500
         100,000 St. Paul Cos., Inc.   . . . . . . . . . . . . . . . . . . . . . . . .    5,563

</TABLE>


Continued

                                     B-139                                    21
<PAGE>   445

<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Disciplined Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                            SECURITY                                 MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                             <C>
       COMMON STOCKS, CONTINUED:
       Insurance--Property/Casualty, continued:
         100,000 Transatlantic Holding Inc. (c)  . . . . . . . . . . . . . . . . . . . $  7,338
         265,000 United Wisconsin Services . . . . . . . . . . . . . . . . . . . . . .    5,830
                                                                                       --------
                                                                                         42,992
                                                                                       --------

       Leisure Time Industries (0.4%):
          88,500 Fleetwood Enterprises, Inc.   . . . . . . . . . . . . . . . . . . . .    2,279
                                                                                       --------

       Medical Equipment & Supplies (0.5%):
          34,000 Becton Dickinson & Co.  . . . . . . . . . . . . . . . . . . . . . . .    2,550
                                                                                       --------

       Metals & Mining (1.1%):
          50,000 Black Hills Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .    1,238
          55,000 Cleveland Cliffs, Inc.  . . . . . . . . . . . . . . . . . . . . . . .    2,255
          35,000 Phelps Dodge Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .    2,179
                                                                                       --------
                                                                                          5,672
                                                                                       --------

       Metals (0.8%):
          85,000 Alumax, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . . . . . . .    2,603
         110,000 Quanex Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,131
                                                                                       --------
                                                                                          4,734
                                                                                       --------

       Motion Pictures (0.9%):
         117,000 King World Productions, Inc. (b)  . . . . . . . . . . . . . . . . . .    4,548
                                                                                       --------

       Multiple Industry (0.4%):
              10 Berkshire Hathaway (b)  . . . . . . . . . . . . . . . . . . . . . . .      321
             100 U.S. Industries, Inc. (b)   . . . . . . . . . . . . . . . . . . . . .    1,837
                                                                                       --------
                                                                                          2,158
                                                                                       --------

       Non-Residual Construction (0.7%):
         113,000 Granite Construction, Inc.  . . . . . . . . . . . . . . . . . . . . .    3,559
                                                                                       --------

       Petroleum--Domestic (0.4%):
          60,000 Murphy Oil Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,490
                                                                                       --------

       Petroleum--International (2.4%):
         207,000 Repsol, S.A.-ADR (c)  . . . . . . . . . . . . . . . . . . . . . . . .    6,805
         280,000 YPF Sociedad Anonima-ADR  . . . . . . . . . . . . . . . . . . . . . .    6,055
                                                                                       --------
                                                                                         12,860
                                                                                       --------

       Pharmaceuticals (1.0%):
         215,000 Bergen Brunswig Corp.   . . . . . . . . . . . . . . . . . . . . . . .    5,348
                                                                                       --------

       Photography (0.2%):
          55,000 CPI Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      880
                                                                                       --------

       Publishing (1.4%):
          85,000 New York Times Co, Class A  . . . . . . . . . . . . . . . . . . . . .    2,518
          18,000 Washington Post Co.   . . . . . . . . . . . . . . . . . . . . . . . .    5,076
                                                                                       --------
                                                                                          7,594
                                                                                       --------

       Railroads (1.1%):
          87,500 Conrail, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,125
                                                                                       --------

       Restaurants (0.2%):
          50,000 International Dairy Queen (b) . . . . . . . . . . . . . . . . . . . .    1,138
                                                                                       --------

       Retail--Food Stores (1.4%):
         287,000 Smith's Food & Drug (c) . . . . . . . . . . . . . . . . . . . . . . .   $7,247
                                                                                       --------

       Retail--General Merchandise (0.8%):
         165,000 Family Dollar Stores  . . . . . . . . . . . . . . . . . . . . . . . .    2,269
         130,000 Waban Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,438
                                                                                       --------
                                                                                          4,707
                                                                                       --------

       Retail--Specialty (1.0%):
         285,000 Ross Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,451
                                                                                       --------

       Textile (0.8%):
         106,600 Springs Industries, Inc. Class A  . . . . . . . . . . . . . . . . . .    4,411
                                                                                       --------

       Tobacco (1.1%):
         135,000 American Brands Inc.  . . . . . . . . . . . . . . . . . . . . . . . .    6,024
                                                                                       --------

       Transportation (0.7%):
         160,000 American President Cos., Ltd. (c)   . . . . . . . . . . . . . . . . .    3,680
                                                                                       --------

       Utilities--Electric (23.0%):
         189,700 Allegheny Power Systems, Inc. (c)   . . . . . . . . . . . . . . . . .    5,430
         100,000 Boston Edison Co.   . . . . . . . . . . . . . . . . . . . . . . . . .    2,950
         220,000 Central & South West Corp. (c)  . . . . . . . . . . . . . . . . . . .    6,132
         200,000 Central Louisiana Electric  . . . . . . . . . . . . . . . . . . . . .    5,375
         220,000 Consolidated Edison Co., Inc. (c)   . . . . . . . . . . . . . . . . .    7,040
         200,000 Delmarva Power & Light (c)  . . . . . . . . . . . . . . . . . . . . .    4,550
         200,000 Florida Progress Corp. (c)  . . . . . . . . . . . . . . . . . . . . .    7,075
         200,000 General Public Utilities Corp. (c)  . . . . . . . . . . . . . . . . .    6,800
          70,000 Hawaiin Electric Industries, Inc.   . . . . . . . . . . . . . . . . .    2,712
         121,000 LG&E Energy Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .    5,112
          50,000 Montana Power Co. (c)   . . . . . . . . . . . . . . . . . . . . . . .    1,131
         130,000 New England Electric System . . . . . . . . . . . . . . . . . . . . .    5,151
         270,000 New York State Electric & Gas (c) . . . . . . . . . . . . . . . . . .    6,986
         211,000 Northeast Utilities (c) . . . . . . . . . . . . . . . . . . . . . . .    5,143
         155,000 Northern States Power Co.   . . . . . . . . . . . . . . . . . . . . .    7,614
         160,000 Oklahoma Gas & Electric (c) . . . . . . . . . . . . . . . . . . . . .    6,880
         230,000 Pacific Gas & Electric Co. (c)  . . . . . . . . . . . . . . . . . . .    6,526
         193,000 Pinnacle West Capital . . . . . . . . . . . . . . . . . . . . . . . .    5,549
         400,000 SCE Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,100
         101,000 Southwestern Public Service So.   . . . . . . . . . . . . . . . . . .    3,308
         170,000 Union Electric Co. (c)  . . . . . . . . . . . . . . . . . . . . . . .    7,098
         235,000 Wisconsin Energy Corp. (c)  . . . . . . . . . . . . . . . . . . . . .    7,197
                                                                                       --------
                                                                                        122,859
                                                                                       --------

       Utility--Gas/Pipeline (2.6%):
         260,000 Atlanta Gas Light Co. (c)   . . . . . . . . . . . . . . . . . . . . .    5,135
         180,000 Brooklyn Union Gas  . . . . . . . . . . . . . . . . . . . . . . . . .    5,265
          39,700 Indiana Energy, Inc.  . . . . . . . . . . . . . . . . . . . . . . . .      948
         100,000 Valero Energy Corp.   . . . . . . . . . . . . . . . . . . . . . . . .    2,450
                                                                                       --------
                                                                                         13,798
                                                                                       --------

       Utilities--Telephone (6.9%):
          80,000 Ameritech Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .    4,720
         135,000 Bellsouth Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . .    5,873

</TABLE>

Continued                             

22                                   B-140 
<PAGE>   446
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Disciplined Value Fund
- ----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                 DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                            SECURITY                                 MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                             <C>
       COMMON STOCKS, CONTINUED:
       Utilities--Telephone, continued:
         200,000 Frontier Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .   $  6,000
         220,000 Nextel Communications, Inc.-A (b)(c)  . . . . . . . . . . . . . . .      3,245
         150,000 Southern New England Telecommunications, Inc.   . . . . . . . . . .      5,963
         120,000 Tele Danmark A/S-ADR  . . . . . . . . . . . . . . . . . . . . . . .      3,315
         215,000 WorldCom, Inc. (b)(c)   . . . . . . . . . . . . . . . . . . . . . .      7,579
                                                                                       --------
                                                                                         36,695
                                                                                       --------
        Total Common Stocks                                                             527,275
                                                                                       --------
        Total Investments, at value                                                     527,275
                                                                                       --------
       REPURCHASE AGREEMENT (1.3%):
       7,048,000 Lehman Brothers 5.96%, 1/2/96 
                   (collateralized by 7,220,000 Federal                                   
                   National Mortgage Assoc., 0.00%, 
                   1/22/96, market value--$7,192) . . . . . . . . . . . . . . . . .       7,048
                                                                                       --------
        Total Repurchase Agreement                                                        7,048
                                                                                       --------
        Total (Cost--$472,009)(a)                                                      $534,323
                                                                                       ========

<FN>
___________
      Percentages indicated are based on net assets of $534,338.

        (a) Represents cost for financial reporting purposes which differs from
            cost basis for federal income tax purposes by the amount of losses
            recognized for financial reporting purposes in excess of federal
            income tax reporting of approximately $72.  Cost for federal income
            tax purposes differs from value by net unrealized appreciation of
            securities as follows:

              Unrealized appreciation . . . . . . . . . . . . . . . .  $70,003
              Unrealized depreciation . . . . . . . . . . . . . . . .   (7,761)
                                                                       -------
              Net unrealized appreciation . . . . . . . . . . . . . .  $62,242
                                                                       =======

        (b) Represents non-income producing securities.
        (c) A portion of this security was loaned as of December 31, 1995.

</TABLE>



See notes to financial statements.

                                                                             23


                                    B-141
<PAGE>   447
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                             DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                               <C>
       COMMON STOCKS (93.8%):
       Air Transport (0.8%):
           66,400 America West Airlines, Inc. -                                          
                  Class B (b)(c)  . . . . . . . . . . . . . . . . . . . . . . . . .    $  1,129
          106,000 Southwest Airlines Co.  . . . . . . . . . . . . . . . . . . . . .       2,465
                                                                                       --------
                                                                                          3,594
                                                                                       --------

       Apparel (1.3%):
           57,600 Nautica Enterprises, Inc. (b) . . . . . . . . . . . . . . . . . .       2,520
           80,300 Tommy Hilfiger Corp. (b)  . . . . . . . . . . . . . . . . . . . .       3,403
                                                                                       --------
                                                                                          5,923
                                                                                       --------

       Banks (1.0%):
           50,000 First Bank System . . . . . . . . . . . . . . . . . . . . . . . .       2,481
           79,700 Washington Mutual, Inc.   . . . . . . . . . . . . . . . . . . . .       2,301
                                                                                       --------
                                                                                          4,782
                                                                                       --------


       Beverages (0.6%):
           86,300 Canadiagua Wine (b)(c)  . . . . . . . . . . . . . . . . . . . . .       2,815
                                                                                       --------

       Business Equipment & Services (6.0%):
           75,500 Corestaff, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . . .       2,756
          220,200 Equifax, Inc. (c) . . . . . . . . . . . . . . . . . . . . . . . .       4,707
           54,800 Flightsafety International  . . . . . . . . . . . . . . . . . . .       2,754
          122,000 Manpower, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .       3,431
           60,000 Olsten Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . .       2,370
          107,600 Omnicom Group (c) . . . . . . . . . . . . . . . . . . . . . . . .       4,008
           65,000 Paychex, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .       3,242
          102,500 U.S.A. Waste Services, Inc. (b)(c)  . . . . . . . . . . . . . . .       1,935
           76,700 United Waste Systems, Inc. (b)  . . . . . . . . . . . . . . . . .       2,857
                                                                                       --------
                                                                                         28,060
                                                                                       --------

       Capital Equipment (0.8%):
           50,100 Diebold, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . .       2,774
           65,800 Gasonics International Corp.  . . . . . . . . . . . . . . . . . .         888
                                                                                       --------
                                                                                          3,662
                                                                                       --------

       Chemicals--Specialty (2.8%):
          127,000 Arcadian Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . .       2,461
           61,800 Betz Laboratories, Inc.   . . . . . . . . . . . . . . . . . . . .       2,534
          188,800 Ethyl Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .       2,360
           78,800 IMC Global, Inc. (c)  . . . . . . . . . . . . . . . . . . . . . .       3,221
          120,900 Lyondell Petrochemical (c)  . . . . . . . . . . . . . . . . . . .       2,766
                                                                                       --------
                                                                                         13,342
                                                                                       --------

       Computers--Main/Mini (1.0%):
          140,000 Dell Computer Co. (b) . . . . . . . . . . . . . . . . . . . . . .       4,848
                                                                                       --------

       Computers--Peripherals (6.6%):
          218,950 Bay Networks, Inc. (b)(c) . . . . . . . . . . . . . . . . . . . .       9,004
           77,300 Cadence Design Systems, Inc. (b)  . . . . . . . . . . . . . . . .       3,247
          193,300 EMC Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . . .       2,972
          132,600 Informix Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . .       3,978
           95,900 Parametric Technology Corp. (b) . . . . . . . . . . . . . . . . .       6,377
          100,000 Softkey International, Inc. (b)(c)  . . . . . . . . . . . . . . .       2,313
           53,000 Sterling Software (b)(c)  . . . . . . . . . . . . . . . . . . . .       3,306
                                                                                       --------
                                                                                         31,197
                                                                                       --------

       Construction Materials (0.8%):
           61,400 Vulcan Materials Co.  . . . . . . . . . . . . . . . . . . . . . .       3,538
                                                                                       --------

       Consumer Electronics (0.4%):
           43,900 Harman International Industries,                                        
                  Inc. (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,761
                                                                                       --------

       Electrical Equipment (2.6%):
           31,300 California Amplifier, Inc. (b)  . . . . . . . . . . . . . . . . .         884
           70,000 Federal Signal Corp.  . . . . . . . . . . . . . . . . . . . . . .       1,811
           81,300 Linear Technology Corp.   . . . . . . . . . . . . . . . . . . . .       3,191
           92,400 Mark IV Industries, Inc.  . . . . . . . . . . . . . . . . . . . .       1,825
           38,000 Varian Associates, Inc.   . . . . . . . . . . . . . . . . . . . .       1,815
           80,400 Vishay Intertechnology (c)  . . . . . . . . . . . . . . . . . . .       2,533
                                                                                       --------
                                                                                         12,059
                                                                                       --------
       Electronic Components (7.3%):
          107,400 Atmel Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . .       2,403
           70,000 Altera Corp. (b)(c) . . . . . . . . . . . . . . . . . . . . . . .       3,483
           94,800 Analog Devices, Inc. (b)(c) . . . . . . . . . . . . . . . . . . .       3,353
           59,800 Applied Materials, Inc. (b) . . . . . . . . . . . . . . . . . . .       2,355
           50,000 Cirrus Logic, Inc. (b)(c) . . . . . . . . . . . . . . . . . . . .         988
          148,600 Cree Research, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . .       2,192
          295,000 Identix, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . . . .       3,134
          109,500 National Semiconductor Corp. (b)  . . . . . . . . . . . . . . . .       2,436
           40,000 Sundstrand Corp. (b)  . . . . . . . . . . . . . . . . . . . . . .       2,815
           65,700 U.S. Robotics Corp. (b)(c)  . . . . . . . . . . . . . . . . . . .       5,765
          110,000 Verifone, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . .       3,149
           80,000 Xilinx, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . .       2,440
                                                                                       --------
                                                                                         34,513
                                                                                       --------

       Electronic Instruments (1.2%):
            7,400 Tektronix, Inc. (c) . . . . . . . . . . . . . . . . . . . . . . .         364
          125,300 Teradyne, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . .       3,133
           85,200 Ultratech Stepper, Inc. (b) . . . . . . . . . . . . . . . . . . .       2,194
                                                                                       --------
                                                                                          5,691
                                                                                       --------

       Finance Companies (0.2%):
            4,200 Aames Financial Corp.   . . . . . . . . . . . . . . . . . . . . .         117
           63,000 Olympic Financial Ltd. (b)(c) . . . . . . . . . . . . . . . . . .       1,024
                                                                                       --------
                                                                                          1,141
                                                                                       --------


       Financial Services (2.7%):
           57,300 Franklin Research, Inc.   . . . . . . . . . . . . . . . . . . . .       2,886
          170,900 Green Tree Financial Corp.  . . . . . . . . . . . . . . . . . . .       4,507
           53,100 Kansas City Southern Industries . . . . . . . . . . . . . . . . .       2,429
          153,000 Schwab (Charles) Corp.  . . . . . . . . . . . . . . . . . . . . .       3,079
                                                                                       --------
                                                                                         12,901
                                                                                       --------
       Food & Related (0.6%):
          119,400 General Nutrition Cos. (b)  . . . . . . . . . . . . . . . . . . .       2,746
                                                                                       --------
</TABLE>
Continued

24                                  B-142
<PAGE>   448
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                  DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                               <C>
       COMMON STOCKS, CONTINUED:
       Forest/Paper Products (0.9%):
           60,000 Sealed Air Corp. (b)(c) . . . . . . . . . . . . . . . . . . . . . .  $  1,687
          104,200 Sonoco Products Co.   . . . . . . . . . . . . . . . . . . . . . . .     2,735
                                                                                       --------
                                                                                          4,422
                                                                                       --------

       Health Care--Drugs (3.6%):
           55,300 Biogen, Inc. (b)(c) . . . . . . . . . . . . . . . . . . . . . . . .     3,401
           45,000 Centocor Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . .     1,389
           37,500 Forest Laboratories - Class A (b) . . . . . . . . . . . . . . . . .     1,697
           59,100 Genzyme Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . .     3,686
          115,900 Ivax Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,303
          144,600 Mylan Laboratories (c)  . . . . . . . . . . . . . . . . . . . . . .     3,398
                                                                                       --------
                                                                                         16,874
                                                                                       --------

       Health Care--General (1.0%):
           58,800 Amerisource Health Corp. (b)  . . . . . . . . . . . . . . . . . . .     1,940
          102,900 Horizon/CMS Healthcare Corp. (b)  . . . . . . . . . . . . . . . . .     2,598
           15,600 Ventritex, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . . . .       271
                                                                                       --------
                                                                                          4,809
                                                                                       --------

       Homebuilding, Mobile Homes (1.1%):
          137,875 Clayton Homes, Inc.   . . . . . . . . . . . . . . . . . . . . . . .     2,947
           60,000 Oakwood Homes . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,303
                                                                                       --------
                                                                                          5,250
                                                                                       --------

       Hospital Supply & Management (5.3%):
           40,400 Gulf South Medical Supply (b) . . . . . . . . . . . . . . . . . . .     1,222
           40,000 Health Care & Retirement Corp. (b)  . . . . . . . . . . . . . . . .     1,400
           67,400 Healthcare Compare Corp. (b)(c) . . . . . . . . . . . . . . . . . .     2,932
           95,200 Healthsources, Inc. (b) . . . . . . . . . . . . . . . . . . . . . .     3,427
          134,500 HEALTHSOUTH Corp. (b)(c)  . . . . . . . . . . . . . . . . . . . . .     3,917
           28,500 Living Centers of America (b) . . . . . . . . . . . . . . . . . . .       998
           67,700 Medaphis Corp. (b)(c) . . . . . . . . . . . . . . . . . . . . . . .     2,505
           48,500 Multicare Companies, Inc. (b) . . . . . . . . . . . . . . . . . . .     1,164
           38,500 Physician Reliance Network (b)  . . . . . . . . . . . . . . . . . .     1,530
           28,500 Physician Sales & Services (b)  . . . . . . . . . . . . . . . . . .       812
           81,600 Physicians Resource Group, Inc. (b) . . . . . . . . . . . . . . . .     1,622
           28,500 Rotech Medical Corp.  . . . . . . . . . . . . . . . . . . . . . . .       784
           80,000 Steris Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .     2,580
                                                                                       --------
                                                                                         24,893
                                                                                       --------

       Hotels & Gaming (3.5%):
          170,600 Circus Circus Entertainment . . . . . . . . . . . . . . . . . . . .     4,755
           82,000 Hospitality Franchise Systems . . . . . . . . . . . . . . . . . . .     6,704
          142,400 Mirage Resorts (b)  . . . . . . . . . . . . . . . . . . . . . . . .     4,913
            3,400 Red Lion Hotels, Inc. (b) . . . . . . . . . . . . . . . . . . . . .        60
                                                                                       --------
                                                                                         16,432
                                                                                       --------

       Insurance--Health (0.9%):
           96,600 AFLAC, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,190
                                                                                       --------

       Insurance--Life (0.3%):
           40,000 Protective Life Corp.   . . . . . . . . . . . . . . . . . . . . . .     1,250
                                                                                       --------


       Insurance--Property & Casualty (1.8%):
           38,000 MGIC Investment Corp. (c) . . . . . . . . . . . . . . . . . . . . .     2,062
           88,600 Mid Ocean Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . .     3,289
           59,100 Progressive Corp-Ohio (c) . . . . . . . . . . . . . . . . . . . . .     2,889
                                                                                       --------
                                                                                          8,240
                                                                                       --------

       Leisure Time Industries (0.5%):
          221,200 International Game Technologies . . . . . . . . . . . . . . . . . .     2,405
                                                                                       --------
       Manufacturing (4.9%):
          139,700 Allegheny Ludlum Corp.  . . . . . . . . . . . . . . . . . . . . . .     2,584
           44,200 BMC Industries, Inc. (c)  . . . . . . . . . . . . . . . . . . . . .     1,028
          116,900 Harley-Davidson, Inc. (c)   . . . . . . . . . . . . . . . . . . . .     3,361
           50,000 Keystone International, Inc.  . . . . . . . . . . . . . . . . . . .     1,000
           10,800 Leggett & Platt, Inc. (b) . . . . . . . . . . . . . . . . . . . . .       262
           30,000 Nordson, Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .     1,688
          133,800 Thermo Electron Corp. (b)(c)  . . . . . . . . . . . . . . . . . . .     6,958
              125 Transpro Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . .         1
           92,900 Trinity Industries  . . . . . . . . . . . . . . . . . . . . . . . .     2,926
           67,100 York International Corp.  . . . . . . . . . . . . . . . . . . . . .     3,154
                                                                                       --------
                                                                                         22,962
                                                                                       --------

       Medical--Biotechnology (2.5%):
           64,300 Chiron Corp. (b)(c) . . . . . . . . . . . . . . . . . . . . . . . .     7,105
           20,000 Cordis Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .     2,010
           50,000 Stryker Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .     2,625
                                                                                       --------
                                                                                         11,740
                                                                                       --------

       Mining (1.0%):
           42,400 Mapco, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,316
           32,200 Potash Corp. of Saskatchewan, Inc.  . . . . . . . . . . . . . . . .     2,282
                                                                                       --------
                                                                                          4,598
                                                                                       --------

       Motor Vehicle Parts (1.5%):
           90,000 Danaher Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .     2,858
           47,000 Exide Corp. (c)   . . . . . . . . . . . . . . . . . . . . . . . . .     2,156
           75,000 Stewart & Stevenson Services, Inc.  . . . . . . . . . . . . . . . .     1,894
              550 Titan Wheel International, Inc. (c)   . . . . . . . . . . . . . . .         9
                                                                                       --------
                                                                                          6,917
                                                                                       --------

       Multiple Industry (0.9%):
           76,600 American Radio Systems Corp. (b)(c) . . . . . . . . . . . . . . . .     2,145
           86,800 Studio Plus Hotels, Inc. (b)  . . . . . . . . . . . . . . . . . . .     2,235
                                                                                       --------
                                                                                          4,380
                                                                                       --------

       Petroleum--Domestic (5.9%):
          100,200 Anadarko Petroleum Corp.  . . . . . . . . . . . . . . . . . . . . .     5,423
          103,300 Apache Corp. (c)  . . . . . . . . . . . . . . . . . . . . . . . . .     3,047
           28,500 Barrett Resources Corp. (b) . . . . . . . . . . . . . . . . . . . .       837
           48,000 Benton Oil & Gas Co. (b)  . . . . . . . . . . . . . . . . . . . . .       720
           40,000 BJ Services Co. (b) . . . . . . . . . . . . . . . . . . . . . . . .     1,160
           53,400 Cabot Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,877
           87,000 ENSERCH Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .     1,414
          103,200 Noble Affiliates, Inc.  . . . . . . . . . . . . . . . . . . . . . .     3,083
           68,500 Pogo Producing Co.  . . . . . . . . . . . . . . . . . . . . . . . .     1,935

</TABLE>


Continued

                                     B-143                                   25
<PAGE>   449
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                  DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                               <C>
       COMMON STOCKS, CONTINUED:
       Petroleum--Domestic, continued:
           19,200 Questar Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .  $    643
           93,500 Seagull Energy Corp. (b)  . . . . . . . . . . . . . . . . . . . . .     2,080
           57,700 Sonat, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,056
           60,000 Sonat Offshore Drilling Co.   . . . . . . . . . . . . . . . . . . .     2,685
                                                                                       --------
                                                                                         27,960
                                                                                       --------

       Petroleum--Equipment & Services (1.3%):
          250,000 Global Marine, Inc. (b) . . . . . . . . . . . . . . . . . . . . . .     2,188
           60,000 Smith International, Inc. (b) . . . . . . . . . . . . . . . . . . .     1,410
           86,400 Tidewater, Inc. (c)   . . . . . . . . . . . . . . . . . . . . . . .     2,722
                                                                                       --------
                                                                                          6,320
                                                                                       --------

       Publishing (0.9%):
           62,500 Belo (A.H.) Corp.   . . . . . . . . . . . . . . . . . . . . . . . .     2,172
           25,000 Scholastic Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . .     1,944
                                                                                       --------
                                                                                          4,116
                                                                                       --------

       Restaurants (0.5%):
           70,000 Outback Steakhouse (b)  . . . . . . . . . . . . . . . . . . . . . .     2,511
                                                                                       --------
       Real Estate Investment (0.4%):
          186,000 Sunstone Hotel Investors Inc.   . . . . . . . . . . . . . . . . . .     1,906
                                                                                       --------

       Retail--Automobiles (0.5%):
           86,500 Copart, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .     2,271
                                                                                       --------

       Retail--General Merchandise (0.6%):
           40,500 Best Buy Co. (b)(c) . . . . . . . . . . . . . . . . . . . . . . . .       658
           99,300 Dollar General (c)  . . . . . . . . . . . . . . . . . . . . . . . .     2,060
                                                                                       --------
                                                                                          2,718
                                                                                       --------
       Retail--Specialty Stores (4.5%):
           65,800 Garden Ridge Corp. (b)  . . . . . . . . . . . . . . . . . . . . . .     2,550
          104,300 Just For Feet, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . .     3,729
           59,800 Kohls Corp. (b) . . . . . . . . . . . . . . . . . . . . . . . . . .     3,139
           10,000 Micro Warehouse Inc. (b)  . . . . . . . . . . . . . . . . . . . . .       433
          101,000 Nine West Group, Inc. (b) . . . . . . . . . . . . . . . . . . . . .     3,788
          147,100 Office Depot Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . . .     2,905
           72,600 Staples, Inc. (b)(c)  . . . . . . . . . . . . . . . . . . . . . . .     1,770
          115,200 Sunglass Hut International, Inc. (b)  . . . . . . . . . . . . . . .     2,736
                                                                                       --------
                                                                                         21,050
                                                                                       --------

       Savings & Loans (0.3%):
           92,000 Glendale Federal Bank FSB (b)(c)  . . . . . . . . . . . . . . . . .     1,610
                                                                                       --------

       Securities & Commercial Brokers (0.6%):
           83,500 First Investors Financial Services (b)  . . . . . . . . . . . . . .       678
           43,600 Mutual Risk Management Ltd.   . . . . . . . . . . . . . . . . . . .     1,995
                                                                                       --------
                                                                                          2,673
                                                                                       --------

       Telecommunications Equipment (1.9%):
          105,000 ADC Telecommunications, Inc. (b)  . . . . . . . . . . . . . . . . .     3,832
           78,100 Applied Digital Access Inc. (b) . . . . . . . . . . . . . . . . . .       918
          137,100 Applied Innovation Inc. (b)(c)  . . . . . . . . . . . . . . . . . .     1,611
           30,000 Ascend Communications Inc. (b)  . . . . . . . . . . . . . . . . . .     2,434
                                                                                       --------
                                                                                          8,795
                                                                                       --------

       Textile (1.0%):
          180,500 Shaw Industry (c) . . . . . . . . . . . . . . . . . . . . . . . . .     2,662
          100,900 Unifi, Inc. (c) . . . . . . . . . . . . . . . . . . . . . . . . . .     2,232
                                                                                       --------
                                                                                          4,894
                                                                                       --------

       Timeshare & Software (4.6%):
           98,000 Adobe Systems Inc. (c)  . . . . . . . . . . . . . . . . . . . . . .     6,076
           45,000 American Online (b) . . . . . . . . . . . . . . . . . . . . . . . .     1,687
           72,000 BMC Software (b)(c) . . . . . . . . . . . . . . . . . . . . . . . .     3,078
           48,000 Cognos (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,142
           67,600 Electronic Arts (b)(c)  . . . . . . . . . . . . . . . . . . . . . .     1,766
           60,000 Fiserv, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . . .     1,800
           64,200 Reynolds & Reynolds . . . . . . . . . . . . . . . . . . . . . . . .     2,496
          150,000 Wonderware Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . .     2,569
                                                                                       --------
                                                                                         21,614
                                                                                       --------

       Utilities--Electric & Gas (1.0%):
           52,500 AES Corp. (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,253
           49,200 Enron Global Power & Pipelines  . . . . . . . . . . . . . . . . . .     1,224
           28,500 Enron Oil & Gas (c) . . . . . . . . . . . . . . . . . . . . . . . .       684
           46,000 MCN Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,069
           28,500 Southwest Gas Corp.   . . . . . . . . . . . . . . . . . . . . . . .       502
                                                                                       --------
                                                                                          4,732
                                                                                       --------

       Utilities--Telephone (1.9%):
          115,000 Mobilemedia Corp. (b)   . . . . . . . . . . . . . . . . . . . . . .     2,559
          261,000 Nextel Communications, Inc. -                                           
                  Class A (b)(c)  . . . . . . . . . . . . . . . . . . . . . . . . . .     3,850
           49,400 Teltrend, Inc. (b)  . . . . . . . . . . . . . . . . . . . . . . . .     2,309
                                                                                       --------
                                                                                          8,718
                                                                                       --------

       Wholesale--Specialty (1.5%):
           68,700 Cardinal Health, Inc.   . . . . . . . . . . . . . . . . . . . . . .     3,761
           69,000 McKesson Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .     3,493
                                                                                       --------
                                                                                          7,254
                                                                                       --------
        Total Common Stock                                                              441,077
                                                                                       --------
</TABLE>

Continued

26

                                     B-144
<PAGE>   450
<TABLE>
<CAPTION>
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- -----------------------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                                  DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount)(Unaudited)

          SHARES OR                             SECURITY                                MARKET
       PRINCIPAL AMOUNT                       DESCRIPTION                                VALUE
       ----------------                       -----------                               ------
       <S>                                                                             <C>
       U.S. TREASURY BILLS (0.3%):
            1,435 1/25/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  1,430
                                                                                       --------
        Total U.S. Treasury Bills                                                         1,430
                                                                                       --------

       INVESTMENT COMPANIES (0.5%):
        2,510,843   Aquila Churchill Cash Reserves Money Market . . . . . . . . .         2,511
                                                                                       --------
        Total Investment Companies                                                        2,511
                                                                                       --------
        Total Investments, at value                                                     445,018
                                                                                       --------


       REPURCHASE AGREEMENT (6.9%):
       32,323,000   Lehman Brothers 5.96%, 1/2/96 
                      (collateralized by 33,100,000 Federal    
                      National Mortgage Assoc. 0.00%, 
                      1/22/96, market value--$32,971) . . . . . . . . . . . . . .        32,323
                                                                                       --------
        Total Repurchase Agreement                                                       32,323
                                                                                       --------
        Total (Cost--$457,863)(a)                                                      $477,341
                                                                                      =========


<FN>
___________

Percentages are based on net assets of $470,129.

(a)  Represents cost for financial reporting purposes and differs from
     cost basis for federal income tax purposes by the amount of losses
     recognized for financial reporting in excess of federal income tax
     reporting of approximately $1,410. Cost for federal tax purposes
     differs from value by net unrealized appreciation of securities as
     follows:

              Unrealized appreciation . . . . . . . . . . . . . . .    $36,285
              Unrealized depreciation . . . . . . . . . . . . . . .    (18,217)
                                                                       -------
              Net unrealized appreciation . . . . . . . . . . . . .    $18,068
                                                                       =======

(b)  Represents non-income producing security.
(c)  A portion of this security was loaned as of December 31, 1995.


</TABLE>
At December 31, 1995, the Fund's open futures contracts were as follows:


<TABLE>
<CAPTION>
                                                                       OPENING     CURRENT
                     # OF                                             POSITIONS    MARKET
                   CONTRACTS       CONTRACT TYPE                        (000)       VALUE
                   ---------    ------------------                    ---------    ------
                     <S>        <C>                                   <C>         <C>
                      21        S&P 500 March 1996  . . . . . . . .     $6,541    $6,494
</TABLE>


See notes to financial statements.

                                     B-145                                   27

<PAGE>   451

THE ONE GROUP FAMILY OF MUTUAL FUNDS
International Equity Fund           
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)   
                                                                        
<TABLE>                                                                 
<CAPTION>                                                               
SHARES OR                                                                                
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  -------
<S>       <C>                                                                     <C>    
COMMON STOCKS (97.0%):
ARGENTINA (0.8%):
Automotive
   13,605 Ciadea (Renault)  . . . . . . . . . . . . . . . . . . . . . . . . . .   $   71
                                                                                  ------
Beverages & Tobacco
       53 Buenos Airos Embottellodora . . . . . . . . . . . . . . . . . . . . .       56
                                                                                  ------
Oil & Gas Exploration, Production & Services
   89,475 Cia Naviera Perez . . . . . . . . . . . . . . . . . . . . . . . . . .      474
   29,801 YPF Sociedad Anonima Arsio  . . . . . . . . . . . . . . . . . . . . .      641
                                                                                  ------
                                                                                   1,115
                                                                                  ------
Telecommunications
   89,920 Telecom Argentina . . . . . . . . . . . . . . . . . . . . . . . . . .      424
  258,880 Telefonica de Argentina . . . . . . . . . . . . . . . . . . . . . . .      699
                                                                                  ------
                                                                                   1,123
                                                                                  ------
  Total Argentina                                                                  2,365
                                                                                  ------
AUSTRALIA (2.3%):
Banking
  119,800 National Australian Bank Ltd.   . . . . . . . . . . . . . . . . . . .    1,078
  170,900 Westpac Banking Corp. (b) . . . . . . . . . . . . . . . . . . . . . .      758
                                                                                  ------
                                                                                   1,836
                                                                                  ------
Broadcasting & Publishing
   88,900 News Corp. Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . .      475
                                                                                  ------
Building Products
  220,700 Boral Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      558
  126,700 Pioneer International Ltd.  . . . . . . . . . . . . . . . . . . . . .      327
                                                                                  ------
                                                                                     885
                                                                                  ------
Investment Companies
  104,800 Stockland Trust Group . . . . . . . . . . . . . . . . . . . . . . . .      242
                                                                                  ------
Diversified
   40,400 South Corp. Holdings Ltd.   . . . . . . . . . . . . . . . . . . . . .       94
                                                                                  ------
Energy
   69,520 Broken Hill Proprietary Co., Ltd.   . . . . . . . . . . . . . . . . .      983
                                                                                  ------
Industrial Goods & Services
   55,500 CSR Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      181
                                                                                  ------
Insurance
   51,900 FAI Insurances Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .       28
                                                                                  ------
Manufacturing--Consumer Goods
  137,000 Email Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      326
                                                                                  ------
Metals & Mining
   20,800 Newcrest Mining Ltd.  . . . . . . . . . . . . . . . . . . . . . . . .       88
   79,400 Western Mining Corp., Holding Ltd.  . . . . . . . . . . . . . . . . .      510
                                                                                  ------
                                                                                     598
                                                                                  ------
Metals (Non-Ferrous)
  229,000 M.I.M. Holdings Ltd.  . . . . . . . . . . . . . . . . . . . . . . . .      317
                                                                                  ------
Retail Stores
   25,729 Coles Myer Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . .       80
                                                                                  ------
Real Estate
  138,000 General Property Trust  . . . . . . . . . . . . . . . . . . . . . . .      244
   81,100 Westfield Trust Units . . . . . . . . . . . . . . . . . . . . . . . .      146
                                                                                  ------
                                                                                     390
                                                                                  ------
Transportation
   54,600 TNT Ltd. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       72
                                                                                  ------
  Total Australia                                                                  6,507
                                                                                  ------
AUSTRIA (1.5%):
Airlines
      950 Austrian Airlines/Oesterreichisch Luftverskehrs (b)   . . . . . . . .      158
                                                                                  ------
Banking & Financial Services
   13,650 Bank of Austria . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,103
    1,950 Bank of Austria, Participating Certificates . . . . . . . . . . . . .       77
    6,050 Creditanstalt Bankverein  . . . . . . . . . . . . . . . . . . . . . .      336
                                                                                  ------
                                                                                   1,516
                                                                                  ------
Beverages & Tobacco
      850 Osterreichische Brau Beteiligungs . . . . . . . . . . . . . . . . . .       39
                                                                                  ------
Building Products
    2,830 Constantia Industries Holding (b)   . . . . . . . . . . . . . . . . .      157
      975 Radex-Heraklith Indutriebeteiligun  . . . . . . . . . . . . . . . . .       30
    1,575 Wienerberger Baustoffindustrie AG . . . . . . . . . . . . . . . . . .      313
                                                                                  ------
                                                                                     500
                                                                                  ------
Chemicals
    1,400 Lenzing AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      118
                                                                                  ------
Containers & Packaging
      610 Constantia Verpackungen . . . . . . . . . . . . . . . . . . . . . . .       41
                                                                                  ------
Environmental Services
      250 BWT AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       26
                                                                                  ------
Insurance
    1,100 EA Generali AG  . . . . . . . . . . . . . . . . . . . . . . . . . . .      330
                                                                                  ------
Manufacturing--Consumer Goods
    6,500 Steyr-Daimler-Puch AG . . . . . . . . . . . . . . . . . . . . . . . .      112
                                                                                  ------
Oil & Gas Exploration, Production & Services
    3,450 OEMV AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      300
                                                                                  ------
Utilities--Electric
    5,350 Osterreichische Elekrizitaitswirts AG (b) . . . . . . . . . . . . . .      322
                                                                                  ------
  Total Austria                                                                    3,462
                                                                                  ------
BELGIUM (1.9%):
Airlines
    2,990 ACEC-Union Miniere SA (b) . . . . . . . . . . . . . . . . . . . . . .      200
                                                                                  ------
</TABLE>

Continued
                                     B-146
28
<PAGE>   452
THE ONE GROUP FAMILY OF MUTUAL FUNDS   
International Equity Fund              
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)
                                                                     
<TABLE>                                                              
<CAPTION>                                                            
SHARES OR                                                            
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>    
COMMON STOCKS, CONTINUED:
BELGIUM, CONTINUED:
Banking
      346 Kredietbank . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $   95
    1,302 Kredietbank VVPR  . . . . . . . . . . . . . . . . . . . . . . . . . .      355
                                                                                  ------
                                                                                     450
                                                                                  ------
Chemicals
    1,353 Solvay et Cie . . . . . . . . . . . . . . . . . . . . . . . . . . . .      731
                                                                                  ------
Commitments
    1,017 Generale de Banque  . . . . . . . . . . . . . . . . . . . . . . . . .      360
                                                                                  ------
Energy
    2,236 Petrofina SA NPV  . . . . . . . . . . . . . . . . . . . . . . . . . .      684
                                                                                  ------
Industrial Holding Company
    1,116 GP Bruxelles Lambert - PS . . . . . . . . . . . . . . . . . . . . . .      155
                                                                                  ------
Insurance
    1,592 Foritg AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      194
      699 Royale Belge SA . . . . . . . . . . . . . . . . . . . . . . . . . . .      140
                                                                                  ------
                                                                                     334
                                                                                  ------
Merchandising
   18,051 Delhaize Le Lion - PS . . . . . . . . . . . . . . . . . . . . . . . .      748
                                                                                  ------
Utilities--Gas & Electric
    5,597 Electrabel NPV  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,331
                                                                                  ------
  Total Belgian                                                                    4,993
                                                                                  ------
BRAZIL (0.9%):
Iron/Steel
3,589,000 Sioerurgica Nacional CSN  . . . . . . . . . . . . . . . . . . . . . .       74
                                                                                  ------
Food Products
  141,000 Sadia Concordia SA  . . . . . . . . . . . . . . . . . . . . . . . . .      104
                                                                                  ------
Oil & Gas Exploration, Production & Services
  886,000 Petroleo Brasiliero SA  . . . . . . . . . . . . . . . . . . . . . . .       76
                                                                                  ------
Steel
2,591,000 Cia Vale Do Rio Doce  . . . . . . . . . . . . . . . . . . . . . . . .      528
                                                                                  ------
Tobacco
   13,000 Souza Cruz  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       73
                                                                                  ------
Telecommunications
5,392,819 Telec Brasileiras SA  . . . . . . . . . . . . . . . . . . . . . . . .      209
5,268,000 Telecomunicacoes  . . . . . . . . . . . . . . . . . . . . . . . . . .      254
  828,000 Telesp Tel Sao Paulo  . . . . . . . . . . . . . . . . . . . . . . . .      120
                                                                                  ------
                                                                                     583
                                                                                  ------
Utilities--Electric
1,589,000 Centrais Electricas . . . . . . . . . . . . . . . . . . . . . . . . .      430
  355,000 Light Servicos de Electricidade . . . . . . . . . . . . . . . . . . .      113
                                                                                  ------
                                                                                     543
                                                                                  ------
  Total Brazil                                                                     1,981
                                                                                  ------
Denmark (1.2%):
Agriculture
      250 Korn-Og Foderstof Kompagniet AS . . . . . . . . . . . . . . . . . . .       11
                                                                                  ------
Banking & Financial Services
    4,900 Danske Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      339
    3,750 Unidanmark A/S A  . . . . . . . . . . . . . . . . . . . . . . . . . .      186
                                                                                  ------
                                                                                     525
                                                                                  ------
Beverages & Tobacco
    3,550 Carlsberg AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      199
    2,650 Carlsberg AG - B  . . . . . . . . . . . . . . . . . . . . . . . . . .      148
                                                                                  ------
                                                                                     347
                                                                                  ------
Commercial Services
    2,850 ISS - International Service System - Class A  . . . . . . . . . . . .       64
                                                                                  ------
Electrical & Electronic
      150 NKT Holdings AS . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
                                                                                  ------
Engineering
    2,250 FLS Industries A/S B  . . . . . . . . . . . . . . . . . . . . . . . .      174
                                                                                  ------
Food Products & Services
      600 Superfos AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       53
                                                                                  ------
Food & Household Products
    3,072 Royal Copenhagen A/S Class A  . . . . . . . . . . . . . . . . . . . .      277
                                                                                  ------
Pharmaceuticals
    3,100 Novo Nordisk A/S B  . . . . . . . . . . . . . . . . . . . . . . . . .      425
                                                                                  ------
Transportation & Shipping
       13 D/S 1912 - B  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      249
        9 D/S Svendborg - B . . . . . . . . . . . . . . . . . . . . . . . . . .      248
      300 J. Lauritzen Holdings A/S . . . . . . . . . . . . . . . . . . . . . .       33
                                                                                  ------
                                                                                     530
                                                                                  ------
Telecommunications
   12,650 Tele Danmark AS Class B . . . . . . . . . . . . . . . . . . . . . . .      692
                                                                                  ------
  Total Denmark                                                                    3,105
                                                                                  ------
FINLAND (0.6%):
Banking & Financial Services
  135,320 Kansallis-Yhtyma OY (b) . . . . . . . . . . . . . . . . . . . . . . .      112
   40,400 Meria Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      103
                                                                                  ------
                                                                                     215
                                                                                  ------
Forest Products
   16,400 Kymmene OY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      435
   11,400 Repola OY SI  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      215
                                                                                  ------
                                                                                     650
                                                                                  ------
Insurance
    1,200 Sampo Insurance Co. A Free  . . . . . . . . . . . . . . . . . . . . .       64
                                                                                  ------
</TABLE>
Continued
                                     B-147
                                                                              29
<PAGE>   453
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
International Equity Fund                                                      
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)      
                                                                           
<TABLE>                                                                    
<CAPTION>                                                                  
SHARES OR                                                                  
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C> 
COMMON STOCKS, CONTINUED:                                                                
FINLAND, CONTINUED:                                                                      
Telecommunications
    6,500 Nokia AB - A Shares . . . . . . . . . . . . . . . . . . . . . . . . .   $  257
    8,000 Nokia AB - K Shares . . . . . . . . . . . . . . . . . . . . . . . . .      315
                                                                                  ------
                                                                                     572
                                                                                  ------
  Total Finland                                                                    1,501
                                                                                  ------
FRANCE (9.4%):
Automotive
    4,350 Peugeot Citroen SA (b)  . . . . . . . . . . . . . . . . . . . . . . .      575
                                                                                  ------
Banking
   19,400 Banque National de Paris  . . . . . . . . . . . . . . . . . . . . . .      876
   10,750 Compagnie de Suez . . . . . . . . . . . . . . . . . . . . . . . . . .      590
   19,950 Compagnie Financiere de Paribas . . . . . . . . . . . . . . . . . . .      824
    5,273 Societe Generale de Paris . . . . . . . . . . . . . . . . . . . . . .      652
                                                                                  ------
                                                                                   2,942
                                                                                  ------
Banking & Financial Services
    1,950 Credit Foncier de France  . . . . . . . . . . . . . . . . . . . . . .       28
                                                                                  ------
Beverages & Tobacco
    8,140 LVMH Moet Hennessy Louis Vuitton  . . . . . . . . . . . . . . . . . .    1,698
    8,120 Pernod Ricard . . . . . . . . . . . . . . . . . . . . . . . . . . . .      462
                                                                                  ------
                                                                                   2,160
                                                                                  ------
Building Products
    1,300 Imetal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      156
    6,858 Lafarge Coppee  . . . . . . . . . . . . . . . . . . . . . . . . . . .      442
                                                                                  ------
                                                                                     598
                                                                                  ------
Business Services
    7,150 Compagnie Generale Des Eaux . . . . . . . . . . . . . . . . . . . . .      715
    3,250 Havas SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      258
                                                                                  ------
                                                                                     973
                                                                                  ------
Chemicals
    5,455 Air Liquid  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      905
   26,850 Rhone Poulenc SA  . . . . . . . . . . . . . . . . . . . . . . . . . .      576
                                                                                  ------
                                                                                   1,481
                                                                                  ------
Commercial Services
    1,650 Ecco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      250
                                                                                  ------
Construction
    3,700 Bouygues  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      373
                                                                                  ------
Defense
      450 Sagem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      253
    8,350 Thomson CSF . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      186
                                                                                  ------
                                                                                     439
                                                                                  ------
Diversified
    7,750 Lagardere Group . . . . . . . . . . . . . . . . . . . . . . . . . . .      143
    7,750 Lagardere Group Warrants  . . . . . . . . . . . . . . . . . . . . . .        3
                                                                                  ------
                                                                                     146
                                                                                  ------
Electrical & Electronics
   11,800 Alcatel Alsthom . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,019
    2,000 Legrand (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      309
   10,900 Schneider SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      373
                                                                                  ------
                                                                                   1,701
                                                                                  ------
Energy
   21,350 Societe Elf Aquitane SA . . . . . . . . . . . . . . . . . . . . . . .    1,575
   17,850 Total SA, Class B . . . . . . . . . . . . . . . . . . . . . . . . . .    1,206
                                                                                  ------
                                                                                   2,781
                                                                                  ------
Food Products & Services
    5,250 Danone Group  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      867
                                                                                  ------
Food & Household Products
    4,450 Eridania Beghin Say . . . . . . . . . . . . . . . . . . . . . . . . .      764
                                                                                  ------
Health & Personal Care
    4,450 L'Oreal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,193
    7,260 Sanofi SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      466
                                                                                  ------
                                                                                   1,659
                                                                                  ------
Industrial Goods & Services
    7,550 Michelin B  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      302
                                                                                  ------
Industrial Holding Companies
      440 Chargeurs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       88
    3,700 Lyonnaise des Eaux Dumez  . . . . . . . . . . . . . . . . . . . . . .      357
                                                                                  ------
                                                                                     445
                                                                                  ------
Insurance
   12,450 Axa SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      840
                                                                                  ------
Leisure
    4,350 Accor SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      564
                                                                                  ------
Machinery & Equipment
    8,200 Carnoud Metal Box - SA  . . . . . . . . . . . . . . . . . . . . . . .      376
                                                                                  ------
Manufacturing--Consumer Goods
    6,000 BIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      611
                                                                                  ------
Miscellaneous Materials & Commodities
    4,950 Compagnie de St. Gobain (b) . . . . . . . . . . . . . . . . . . . . .      549
                                                                                  ------
Merchandising
    1,680 Carrefour . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,021
    1,500 Pinault-Printemps Redoute (b) . . . . . . . . . . . . . . . . . . . .      300
    1,200 Promodes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      282
                                                                                  ------
                                                                                   1,603
                                                                                  ------
Oil & Gas Exploration, Production & Services
      750 Compagnie Francaise de Petroleum Total Certificates Petroliers (b)  .       35
                                                                                  ------
</TABLE>
Continued
                                     B-148
30
<PAGE>   454
THE ONE GROUP FAMILY OF MUTUAL FUNDS 
International Equity Fund            
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)
                                                                     
<TABLE>                                                              
<CAPTION>                                                            
SHARES OR                                                            
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                    <C>    
COMMON STOCKS, CONTINUED:
FRANCE, CONTINUED:
Textile Products
    1,150 Dollfus - Mieg & Cie  . . . . . . . . . . . . . . . . . . . . . . . .  $    47
                                                                                 -------
  Total France                                                                    23,109
                                                                                 -------
GERMANY (14.7%):
Airlines
    3,680 Lufthansa AG (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      510
                                                                                 -------
Automotive
    6,510 Daimler Benz AG . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,293
    1,060 Man AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      294
    3,670 Volkswagen AG . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,233
                                                                                 -------
                                                                                   4,820
                                                                                 -------
Banking
    7,410 Bayer AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,971
   19,100 Bayer Hypotheken - und Wechsel - Bank AG  . . . . . . . . . . . . . .      483
   17,300 Bayerische Vereins AG (b) . . . . . . . . . . . . . . . . . . . . . .      520
   46,900 Deutsche Bank AG  . . . . . . . . . . . . . . . . . . . . . . . . . .    2,231
   50,850 Dresdner Bank AG  . . . . . . . . . . . . . . . . . . . . . . . . . .    1,366
                                                                                 -------
                                                                                   6,571
                                                                                 -------
Building Materials
      539 Heidelberger Zement . . . . . . . . . . . . . . . . . . . . . . . . .      338
                                                                                 -------
Business Services
    6,900 SAP AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,070
                                                                                 -------
Chemicals
    4,780 BASP AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,079
    1,500 Degussa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      506
                                                                                 -------
                                                                                   1,585
                                                                                 -------
Conglomerates
    2,780 Preussag AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      786
   62,300 Veba AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,673
    2,490 Viag AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,028
                                                                                 -------
                                                                                   4,487
                                                                                 -------
Construction
      900 Hochtief AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      385
                                                                                 -------
Diversified
      490 Linotype - Hell AG (b)  . . . . . . . . . . . . . . . . . . . . . . .       50
                                                                                 -------
Electrical & Electronic
    6,810 Siemens AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,749
                                                                                 -------
Engineering
    6,000 AGIV AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      131
      220 Bilfinger & Berger Bau AG . . . . . . . . . . . . . . . . . . . . . .       84
    4,540 Mannesmann  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,448
                                                                                 -------
                                                                                   1,663
                                                                                 -------
Health Care
    4,500 Schering AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      300
                                                                                 -------
Insurance
    2,474 Allianz AG Holdings (b) . . . . . . . . . . . . . . . . . . . . . . .    4,868
      550 AMB - AAchener und Muenchener - Beteiligungs  . . . . . . . . . . . .      389
      247 CKAG Colonia Knozern AG . . . . . . . . . . . . . . . . . . . . . . .      207
      855 Muenshener Ruechver - Sicherungs Gesellschaft . . . . . . . . . . . .    1,822
                                                                                 -------
                                                                                   7,286
                                                                                 -------
Machinery & Equipment
   11,350 Kloeckner, Humbolt-Deutz AG (b) . . . . . . . . . . . . . . . . . . .       68
      490 Linde AG (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      291
                                                                                 -------
                                                                                     359
                                                                                 -------
Manufacturing--Consumer Goods
      220 Salamander AG . . . . . . . . . . . . . . . . . . . . . . . . . . . .       35
                                                                                 -------
Metals & Mining
      900 Fag Kugelfischer George Schaefer Kommanditgesellschaft Auf Aktien (b)      116
    3,265 Thyssen AG (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .      597
                                                                                 -------
                                                                                     713
                                                                                 -------
Personal Care Products
      430 Beirsdorf AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      296
                                                                                 -------
Retail Stores
      580 Asko Deutsche Kaushaus AG . . . . . . . . . . . . . . . . . . . . . .      302
      500 Karstadt AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      206
    1,170 Kaufhof Holdings AG . . . . . . . . . . . . . . . . . . . . . . . . .      357
                                                                                 -------
                                                                                     865
                                                                                 -------
Retail--General Merchandise
    3,100 Douglas Holdings  . . . . . . . . . . . . . . . . . . . . . . . . . .      110
                                                                                 -------
Textile Products
      150 Escada AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       27
                                                                                 -------
Utilities--Oil & Gas
    6,547 RWE - Rheinisch - Westfaelisches Elektrizitaetswerk AG  . . . . . . .    2,385
                                                                                 -------
  Total Germany                                                                   37,604
                                                                                 -------
GREECE (1.1%):
Agriculture
    8,650 Hellenic Sugar Industry . . . . . . . . . . . . . . . . . . . . . . .      112
                                                                                 -------
Banking & Financial Services
    9,640 Alpha Credit Bank . . . . . . . . . . . . . . . . . . . . . . . . . .      558
    9,931 Commercial Bank of Greece . . . . . . . . . . . . . . . . . . . . . .      373
</TABLE>

Continued
                                     B-149
                                                                              31
<PAGE>   455
THE ONE GROUP FAMILY OF MUTUAL FUNDS     
International Equity Fund                
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                   
SHARES OR                                                                   
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>     
COMMON STOCKS, CONTINUED:                                                                
GREECE, CONTINUED:                                                                       
Banking & Financial Services, continued:
    9,330 Ergo Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  372
    6,940 National Bank of Greece . . . . . . . . . . . . . . . . . . . . . . .      355
                                                                                  ------
                                                                                   1,658
                                                                                  ------
Beverages & Tobacco
   11,050 Hellenic Bottling Co.   . . . . . . . . . . . . . . . . . . . . . . .      362
                                                                                  ------
Building Products
   41,820 Heracles General Cement Co.   . . . . . . . . . . . . . . . . . . . .      398
                                                                                  ------
Telecommunications
    2,900 Intracom SA (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .       63
                                                                                  ------
  Total Greece                                                                     2,593
                                                                                  ------
HONG KONG (0.8%):
Airlines
   95,000 Cathay Pacific Airways Ltd.   . . . . . . . . . . . . . . . . . . . .      145
                                                                                  ------
Warrants--Foreign Securities
   16,400 Applied International Holdings (b)  . . . . . . . . . . . . . . . . .        1
                                                                                  ------
Banking
   57,700 Bank of East Asia . . . . . . . . . . . . . . . . . . . . . . . . . .      207
                                                                                  ------
Banking & Financial
   26,440 Wing Ling Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . .      148
                                                                                  ------
Broadcasting & Publishing
   36,000 Television Broadcasts . . . . . . . . . . . . . . . . . . . . . . . .      128
                                                                                  ------
Conglomerates
   68,000 Swire Pacific Ltd. A  . . . . . . . . . . . . . . . . . . . . . . . .      528
                                                                                  ------
Electronic Components/Instruments
  252,000 Applied International Holdings Ltd.   . . . . . . . . . . . . . . . .       23
                                                                                  ------
Industrial Holding Company
  145,000 Hutchison Whampoa . . . . . . . . . . . . . . . . . . . . . . . . . .      883
                                                                                  ------
Printing & Publishing
  263,000 Oriental Press Group Ltd.   . . . . . . . . . . . . . . . . . . . . .       80
                                                                                  ------
Telecommunications
  106,000 Hong Kong Telecommunications  . . . . . . . . . . . . . . . . . . . .      189
                                                                                  ------
  Total Hong Kong                                                                  2,332
                                                                                  ------
INDONESIA (1.3%):
Auto Parts
  167,000 Astra International PT - Foreign Registry . . . . . . . . . . . . . .      345
                                                                                  ------
Agriculture
   53,000 Smart (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       30
   86,000 Sinar Mas Agro Res  . . . . . . . . . . . . . . . . . . . . . . . . .       48
                                                                                  ------
                                                                                      78
                                                                                  ------
Banking & Financial Services
   60,500 Bank International Indonesia PT . . . . . . . . . . . . . . . . . . .      201
  136,000 Bank International Indonesia PT -                                         
          Foreign Registry  . . . . . . . . . . . . . . . . . . . . . . . . . .      309
                                                                                  ------
                                                                                     510
                                                                                  ------
Building Products
   83,000 Indocement Tunggal Prakarsa PT - Foreign Registry . . . . . . . . . .      327
                                                                                  ------
Forest Products
  203,000 Barito Pacific Timber . . . . . . . . . . . . . . . . . . . . . . . .      149
    2,400 Init Indorayon  . . . . . . . . . . . . . . . . . . . . . . . . . . .       35
    5,975 Init Indorayon Utama - Foreign Registry . . . . . . . . . . . . . . .      174
                                                                                  ------
                                                                                     358
                                                                                  ------
Textile Products
  500,000 Polysindo Eka Perkasa PT (Local Market) . . . . . . . . . . . . . . .      284
  746,000 Polysindo Eka Perkasa PT - Foreign Registry (b) . . . . . . . . . . .      424
                                                                                  ------
                                                                                     708
                                                                                  ------
Tobacco
   41,500 Gudang Garam  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      434
   45,500 Hanjaya Mandala Sampoerna . . . . . . . . . . . . . . . . . . . . . .      474
                                                                                  ------
                                                                                     908
                                                                                  ------
Telecommunications
  107,500 Indosat PT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      390
                                                                                  ------
  Total Indonesia                                                                  3,624
                                                                                  ------
IRELAND (0.2%):
Banking & Financial Services
   55,400 Allied Irish Banks  . . . . . . . . . . . . . . . . . . . . . . . . .      300
                                                                                  ------
Beverages & Tobacco
   58,400 James Crean PLC . . . . . . . . . . . . . . . . . . . . . . . . . . .      183
                                                                                  ------
  Total Ireland                                                                      483
                                                                                  ------
ITALY (6.6%):
Agriculture
  166,100 Parmalat Finanziaria SPA (b)  . . . . . . . . . . . . . . . . . . . .      144
                                                                                  ------
Automotive
  525,300 Fiat SPA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,709
  149,400 Fiat SPA Privileged (b) . . . . . . . . . . . . . . . . . . . . . . .      273
  106,100 Fiat SPA di Risp non convertible (b)  . . . . . . . . . . . . . . . .      188
                                                                                  ------
                                                                                   2,170
                                                                                  ------
Banking
  378,000 Banca Commerciale Italiana  . . . . . . . . . . . . . . . . . . . . .      808
  160,700 Banca Nazionale Dell'agricoltura SPA  . . . . . . . . . . . . . . . .      107
   82,800 Banco Ambrosiano Veneto SPA . . . . . . . . . . . . . . . . . . . . .      226
  344,000 Credito Italiano  . . . . . . . . . . . . . . . . . . . . . . . . . .      401
</TABLE>
Continued
                                     B-150
32
<PAGE>   456
THE ONE GROUP FAMILY OF MUTUAL FUNDS    
International Equity Fund               
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)          
                                                                               
<TABLE>                                                                        
<CAPTION>                                                                      
SHARES OR                                                                      
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                    <C>    
COMMON STOCKS, CONTINUED:                                                                
ITALY, CONTINUED:                                                                       
Banking, continued:
  112,600 Istituto Bancario san Paolo di Torina . . . . . . . . . . . . . . . .  $   667
   28,800 Ras Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      177
                                                                                 -------
                                                                                   2,386
                                                                                 -------
Building Products
   28,000 Italcementi SPA (b) . . . . . . . . . . . . . . . . . . . . . . . . .      168
                                                                                 -------
Chemicals
  832,100 Montedison SPA  . . . . . . . . . . . . . . . . . . . . . . . . . . .      558
                                                                                 -------
Computer Hardware
  202,300 C Olivetti Ing & Co. SPA (b)  . . . . . . . . . . . . . . . . . . . .      162
                                                                                 -------
Engineering
  145,000 Impregilo SPA (b) . . . . . . . . . . . . . . . . . . . . . . . . . .      123
                                                                                 -------
Financial Services
  133,000 Fidis Italian . . . . . . . . . . . . . . . . . . . . . . . . . . . .      255
   68,720 Mediobanca Banca Di Credito Fina  . . . . . . . . . . . . . . . . . .      476
                                                                                 -------
                                                                                     731
                                                                                 -------
Forest Products
   44,204 SME STA Meridionale Finanz Itlio  . . . . . . . . . . . . . . . . . .       91
                                                                                 -------
Insurance
  163,980 Assicorazioni Generali SPA  . . . . . . . . . . . . . . . . . . . . .    3,974
   22,600 La Previdenta Assicurazoni SPA  . . . . . . . . . . . . . . . . . . .      150
   51,300 Ras - Riuniune Adriatici de Sicurta SPA . . . . . . . . . . . . . . .      583
   62,800 Sai - Societa Assicuratrice Industriale SPA . . . . . . . . . . . . .      643
                                                                                 -------
                                                                                   5,350
                                                                                 -------
Oil & Gas Exploration, Production & Services
   57,700 Saipem Italian  . . . . . . . . . . . . . . . . . . . . . . . . . . .      133
                                                                                 -------
Paper Products
   25,500 Burgo (Cartiere) Spaitalian . . . . . . . . . . . . . . . . . . . . .      127
                                                                                 -------
Retail Stores
   35,600 La Rinascente . . . . . . . . . . . . . . . . . . . . . . . . . . . .      216
                                                                                 -------
Steel
   19,800 Acciaerie e Ferriere, Lombarde, Falck SPA(b)  . . . . . . . . . . . .       44
                                                                                 -------
Textile Products
   27,800 Benetton Group SPA  . . . . . . . . . . . . . . . . . . . . . . . . .      331
                                                                                 -------
Tire & Rubber
   24,900 Pirelli SPA (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .      311
                                                                                 -------
Transportation & Shipping
  206,000 Alitalia Italian  . . . . . . . . . . . . . . . . . . . . . . . . . .       84
                                                                                 -------
Telecommunications
  994,660 Telecom Italia  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,549
  214,400 Telecom Italia Mobile di Risp . . . . . . . . . . . . . . . . . . . .      226
  994,660 Telecom Italia Mobile SPA . . . . . . . . . . . . . . . . . . . . . .    1,752
  214,400 Telecom Italia SPA  . . . . . . . . . . . . . . . . . . . . . . . . .      263
   55,700 Sirti Italian . . . . . . . . . . . . . . . . . . . . . . . . . . . .      313
                                                                                 -------
                                                                                   4,103
                                                                                 -------
Utilities--Gas
  106,900 Italgas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      326
                                                                                 -------
Utilities--Gas & Electric
   92,400 Edison SPA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      398
                                                                                 -------
Total Italy                                                                       17,956
                                                                                 -------
JAPAN (29.5%):
Agriculture
   25,000 Beet Sugar Manufacturing  . . . . . . . . . . . . . . . . . . . . . .      111
                                                                                 -------
Aluminum
   10,000 Nipon Light Metal . . . . . . . . . . . . . . . . . . . . . . . . . .       57
                                                                                 -------
Appliances & Household Products
   80,000 Matsushita Elect Industrial . . . . . . . . . . . . . . . . . . . . .    1,303
   11,000 Pioneer Electronic Corp.  . . . . . . . . . . . . . . . . . . . . . .      201
   56,000 Sanyo Electric Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      323
   52,000 Sharp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      832
   15,000 Sony Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      900
                                                                                 -------
                                                                                   3,559
                                                                                 -------
Automotive
   39,000 Honda Motor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      805
  134,000 Nissan Motors . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,030
   14,000 Toyota Auto Loan  . . . . . . . . . . . . . . . . . . . . . . . . . .      251
  161,000 Toyota Motor Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .    3,418
                                                                                 -------
                                                                                   5,504
                                                                                 -------
Banking
   74,000 Asahi Bank Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . .      933
   73,000 Bank of Tokyo . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,281
   78,000 Bank of Yokohama Ltd.   . . . . . . . . . . . . . . . . . . . . . . .      639
   75,000 Chiba bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      676
  135,000 Dai-Ichi Kangyo Bank  . . . . . . . . . . . . . . . . . . . . . . . .    2,657
  124,000 Fuji Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,741
   30,000 Joyo Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      241
   50,000 Mitsui Trust & Banking Co.  . . . . . . . . . . . . . . . . . . . . .      548
  143,000 Sakura Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,816
   30,000 Shizuoka Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . .      378
  130,000 Sumitomo Bank Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . .    2,760
  102,000 The Industrial Bank of Japan  . . . . . . . . . . . . . . . . . . . .    3,095
   90,000 Tokai Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,256
                                                                                 -------
                                                                                  19,021
                                                                                 -------
Banking & Financial Services
   23,000 Gumna Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      247
                                                                                 -------
Basic Industry
   42,000 Sekisui Chemial . . . . . . . . . . . . . . . . . . . . . . . . . . .      619
                                                                                 -------
</TABLE>
Continued
                                     B-151
                                                                              33
<PAGE>   457
THE ONE GROUP FAMILY OF MUTUAL FUNDS 
International Equity Fund            
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)          
                                                                               
<TABLE>                                                                        
<CAPTION>                                                                      
SHARES OR                                                                      
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                    <C>     
COMMON STOCKS, CONTINUED:                                                                
JAPAN, CONTINUED:                                                                        
Beverages & Tobacco
    3,000 Asahi Breweries Ltd.  . . . . . . . . . . . . . . . . . . . . . . . .   $   35
   49,000 Kirin Brewery Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . .      580
   36,000 Takara Shuzo Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . .      344
                                                                                  ------
                                                                                     959
                                                                                  ------
Building Products
   20,000 Onoda Cement Co.  . . . . . . . . . . . . . . . . . . . . . . . . . .      107
    8,000 Tostem Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      266
                                                                                  ------
                                                                                     373
                                                                                  ------
Chemicals
   72,000 Asahi Chemical Industry . . . . . . . . . . . . . . . . . . . . . . .      552
   97,000 Denki Kagaku Kogyo K.K. (b) . . . . . . . . . . . . . . . . . . . . .      353
   12,000 Nippon Shokubai K.K. Co.  . . . . . . . . . . . . . . . . . . . . . .      118
   32,000 Kaneka Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      202
   53,000 Konica Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      384
   26,000 Kureha Chemical Industry  . . . . . . . . . . . . . . . . . . . . . .      122
   36,000 Mitsubishi Chemical . . . . . . . . . . . . . . . . . . . . . . . . .      175
   51,000 Mitsui Taotsu Chemical  . . . . . . . . . . . . . . . . . . . . . . .      205
   14,000 NOF Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       76
    8,000 Shin-Etsu Chemical  . . . . . . . . . . . . . . . . . . . . . . . . .      166
   59,000 Shon Denko K.K.   . . . . . . . . . . . . . . . . . . . . . . . . . .      185
  100,000 Sumitomo Chemical Co., Ltd.   . . . . . . . . . . . . . . . . . . . .      499
   27,000 Takeda Chemical Industries  . . . . . . . . . . . . . . . . . . . . .      445
   75,000 Toray . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      494
   72,000 Tosoh Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      347
   74,000 UBE Industries Co. (b)  . . . . . . . . . . . . . . . . . . . . . . .      280
                                                                                  ------
                                                                                   4,603
                                                                                  ------
Construction
   32,000 Aoki Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .      134
   17,000 Daiwa House Insdustry Co., Ltd.   . . . . . . . . . . . . . . . . . .      280
   22,000 Haseko Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       89
   56,000 Kumagai Gumi Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . .      225
   12,000 Misawa Homes Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . .      106
   18,000 Okumura Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      164
   20,000 Penta-Ocean Construction Co., Ltd.  . . . . . . . . . . . . . . . . .      155
   24,000 Sekisui House Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . .      307
   25,000 Shimizu Construction  . . . . . . . . . . . . . . . . . . . . . . . .      256
   43,000 Taisei Construction . . . . . . . . . . . . . . . . . . . . . . . . .      287
                                                                                  ------
                                                                                   2,003
                                                                                  ------
Consumer Goods & Services
   40,000 Citizen Watch . . . . . . . . . . . . . . . . . . . . . . . . . . . .      306
   31,000 Nippon Sheet Glass  . . . . . . . . . . . . . . . . . . . . . . . . .      135
   45,000 Toto  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      628
                                                                                  ------
                                                                                   1,069
                                                                                  ------
Data Processing & Reproduction
   65,000 Fujitsu Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      725
                                                                                  ------
Distribution
   72,000 Itochu Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      485
                                                                                  ------
Diversified
    9,000 Amano Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      113
   10,000 Seiko Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .       89
   18,000 Yamaha Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      325
                                                                                  ------
                                                                                     527
                                                                                  ------
Utilities--Electric
   37,300 Kansai Electric Power, Inc.   . . . . . . . . . . . . . . . . . . . .      904
   22,200 Tohoku Electric Power . . . . . . . . . . . . . . . . . . . . . . . .      536
   54,500 Tokyo Electric Power  . . . . . . . . . . . . . . . . . . . . . . . .    1,458
                                                                                  ------
                                                                                   2,898
                                                                                  ------
Electrical & Electronics
    8,000 Kyocera Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . .      595
  116,000 Mitsubishi Electric . . . . . . . . . . . . . . . . . . . . . . . . .      836
   17,000 Omron Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      392
    5,000 Rohm  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      282
                                                                                  ------
                                                                                   2,105
                                                                                  ------
Electronic Components/Instruments
   11,000 Fanuc Co. Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      477
    3,100 Hirose Electric . . . . . . . . . . . . . . . . . . . . . . . . . . .      178
  125,000 Hitachi Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,260
   68,000 NEC Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      831
   23,000 Yokogawa Electric . . . . . . . . . . . . . . . . . . . . . . . . . .      218
                                                                                  ------
                                                                                   2,964
                                                                                  ------
Energy
   26,000 Cosmo Oil Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .      142
   44,000 Energy Corp. (Nikko Kyodo)                                                 148
   50,000 Nippo Oil Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .      314
                                                                                  ------
                                                                                     604
                                                                                  ------
Engineering
    9,000 Daito Trust Construction Co.  . . . . . . . . . . . . . . . . . . . .      106
   36,000 Fujita Corp. (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .      163
   33,000 Hazama Gumi (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .      141
   33,000 Kajima Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      326
    9,000 Kinden Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      154
   19,000 Nishimatsu Construction . . . . . . . . . . . . . . . . . . . . . . .      223
   53,000 Obayashi Gumi . . . . . . . . . . . . . . . . . . . . . . . . . . . .      421
    6,000 TOA Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       44
                                                                                  ------
                                                                                   1,578
                                                                                  ------
</TABLE>
Continued
                                     B-152
34
<PAGE>   458
THE ONE GROUP FAMILY OF MUTUAL FUNDS  
International Equity Fund             
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           
                                                                                
<TABLE>                                                                         
<CAPTION>                                                                       
SHARES OR                                                                       
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>     
COMMON STOCKS, CONTINUED:                                                                
JAPAN, CONTINUED:                                                                        
Entertainment
    8,000 Tokyo Dome Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .   $  137
                                                                                  ------
Financial Services
   65,000 Daiwa Securities Ltd.   . . . . . . . . . . . . . . . . . . . . . . .      996
   59,000 Mitsubishi Trust & Banking Co.  . . . . . . . . . . . . . . . . . . .      984
   83,000 Nomura Securities Co.   . . . . . . . . . . . . . . . . . . . . . . .    1,810
   11,000 Nippon Shinpan Co.  . . . . . . . . . . . . . . . . . . . . . . . . .       83
    6,000 Orix Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      247
   43,000 Yasuda Trust & Banking  . . . . . . . . . . . . . . . . . . . . . . .      255
                                                                                  ------
                                                                                   4,375
                                                                                  ------
Food Products & Services
   12,000 House Foods Industry  . . . . . . . . . . . . . . . . . . . . . . . .      216
                                                                                  ------
Food & Household Products
   13,000 Ajinomoto Co., Inc.   . . . . . . . . . . . . . . . . . . . . . . . .      145
   39,000 Kao Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      484
   10,000 Nippon Meat Packers, Inc.   . . . . . . . . . . . . . . . . . . . . .      145
    4,000 Nissin Food Products  . . . . . . . . . . . . . . . . . . . . . . . .       94
                                                                                  ------
                                                                                     868
                                                                                  ------
Forest Products
   26,000 Daishowa Seishi . . . . . . . . . . . . . . . . . . . . . . . . . . .      202
   22,000 Honshu Paper Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . .      135
   44,000 Nippon Paper Industries . . . . . . . . . . . . . . . . . . . . . . .      306
   28,000 New Oji Paper . . . . . . . . . . . . . . . . . . . . . . . . . . . .      253
                                                                                  ------
                                                                                     896
                                                                                  ------
Health & Personal Care
    9,000 Chugai Pharmaceutical Ltd.  . . . . . . . . . . . . . . . . . . . . .       86
   20,000 Kyowa Hakko Kogyo Co., Ltd.   . . . . . . . . . . . . . . . . . . . .      189
   21,000 Lion Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      124
   14,000 Sankyo Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      315
   23,000 Yamanouchi Pharmaceutical Co., Ltd.   . . . . . . . . . . . . . . . .      495
                                                                                  ------
                                                                                   1,209
                                                                                  ------
Hotels & Lodging
    5,000 Fujita Kanko, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .      110
                                                                                  ------
Industrial Goods & Services
   19,000 Bridgestone Corp.   . . . . . . . . . . . . . . . . . . . . . . . . .      302
   33,000 Mitsui Engineering & Shipbuilding . . . . . . . . . . . . . . . . . .       92
   14,000 NGK insulators Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .      140
   24,000 Nippon Denso Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . .      449
   15,000 Sumitomo Electric Industries  . . . . . . . . . . . . . . . . . . . .      180
                                                                                  ------
                                                                                   1,163
                                                                                  ------
Insurance
   13,000 Nichido Fire & Marine Insurance Co.   . . . . . . . . . . . . . . . .      105
   11,000 Nippon Fire & Marine Insurance Co.  . . . . . . . . . . . . . . . . .       75
   22,000 Sumitomo Marine & Fire Insurance Co.  . . . . . . . . . . . . . . . .      181
   14,000 Mitsui Marine & Fire Insurance Co.  . . . . . . . . . . . . . . . . .      100
   43,000 Tokio Marine & Fire Insurance Co.   . . . . . . . . . . . . . . . . .      562
                                                                                  ------
                                                                                   1,023
                                                                                  ------
Leasing
   45,000 Yamato Transport  . . . . . . . . . . . . . . . . . . . . . . . . . .      537
                                                                                  ------
Machinery & Equipment
   20,000 Chiyoda Chemcial Engineering  . . . . . . . . . . . . . . . . . . . .      198
    9,000 Daifuku . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      127
   15,000 Daikin Industries . . . . . . . . . . . . . . . . . . . . . . . . . .      147
    7,000 Ebara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      102
   10,000 Kimatsu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       82
   40,000 Koyo Seiko Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . . .      365
   26,000 Kubota Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      168
   74,000 Mitsubishi Heavy Industries . . . . . . . . . . . . . . . . . . . . .      590
    4,000 Mori Seiki  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       90
   58,000 Nitgata Engineering . . . . . . . . . . . . . . . . . . . . . . . . .      183
   25,000 NSK Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      182
   32,000 Minebea Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . .      269
   37,000 NTN Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      248
    6,000 Tokyo Electron Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .      233
                                                                                  ------
                                                                                   2,984
                                                                                  ------
Manufacturing--Capital Goods
    6,000 Fujikura  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       39
    4,000 Kokuyo Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . .       93
    4,000 Makita Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       64
   10,000 Murata Manufacturing  . . . . . . . . . . . . . . . . . . . . . . . .      368
   22,000 Noritake Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . .      188
   22,000 Topy Industries Co.   . . . . . . . . . . . . . . . . . . . . . . . .      101
                                                                                  ------
                                                                                     853
                                                                                  ------
Manufacturing--Consumer Goods
   27,000 Asahi Optical Co. (b) . . . . . . . . . . . . . . . . . . . . . . . .      130
   63,000 Asics Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      193
   27,000 Canon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      489
   13,000 Fuji Photo Film Ltd.  . . . . . . . . . . . . . . . . . . . . . . . .      376
    4,000 Sega Enterprise . . . . . . . . . . . . . . . . . . . . . . . . . . .      221
                                                                                  ------
                                                                                   1,409
                                                                                  ------
Materials
   15,000 Sumitomo Cement . . . . . . . . . . . . . . . . . . . . . . . . . . .       70
                                                                                  ------
Miscellaneous Materials & Commodities
   20,000 Asahi Glass Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . .      223
                                                                                  ------
Merchandising
   28,000 Ito Yokado  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,726
   14,000 Jusco Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      365
</TABLE>
Continued
                                     B-153
                                                                              35
<PAGE>   459
THE ONE GROUP FAMILY OF MUTUAL FUNDS  
International Equity Fund             
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)          
                                                                               
<TABLE>                                                                        
<CAPTION>                                                                      
SHARES OR                                                                      
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>    
COMMON STOCKS, CONTINUED:                                                                
JAPAN, CONTINUED:                                                                        
Merchandising, continued:
   10,000 Marui . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  208
   19,000 Seven-Eleven Japan Ltd.   . . . . . . . . . . . . . . . . . . . . . .    1,341
                                                                                  ------
                                                                                   3,640
                                                                                  ------
Metals & Mining
   32,000 Furukawa Electric . . . . . . . . . . . . . . . . . . . . . . . . . .      157
   66,000 Japan Steel Works . . . . . . . . . . . . . . . . . . . . . . . . . .      189
   30,000 Mitsui Mining & Smelting (b)  . . . . . . . . . . . . . . . . . . . .      121
   14,000 Sumitomo Metal & Mining (b) . . . . . . . . . . . . . . . . . . . . .      126
                                                                                  ------
                                                                                     593
                                                                                  ------
Metals
   67,000 Mitsubishi Material Corp.   . . . . . . . . . . . . . . . . . . . . .      347
                                                                                  ------
Office Equipment & Services
   18,000 Dai Nippon Printing Co., Ltd.   . . . . . . . . . . . . . . . . . . .      305
   49,000 Ricoh Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . .      537
                                                                                  ------
                                                                                     842
                                                                                  ------
Oil & Gas Exploration, Production & Service
    2,000 Arabian Oil Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .       83
   14,000 Teikoko Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       95
                                                                                  ------
                                                                                     178
                                                                                  ------
Oil & Gas Transmission
   10,000 Iwatani International Corp.   . . . . . . . . . . . . . . . . . . . .       53
   17,000 Mitsubishi Oil Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      151
                                                                                  ------
                                                                                     204
                                                                                  ------
Packaging
    7,000 Toyo Seikan Kaisha  . . . . . . . . . . . . . . . . . . . . . . . . .      210
                                                                                  ------
Pharmaceuticals
   12,000 Meiji Seika . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       72
   13,000 Shionogi & Co.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      110
   18,000 Taisho Pharmacuetical . . . . . . . . . . . . . . . . . . . . . . . .      356
                                                                                  ------
                                                                                     538
                                                                                  ------
Restaurants
    8,000 Skylark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      147
                                                                                  ------
Retail Stores
   24,000 Daiei, Inc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      291
   10,000 Hankyo Dept. Stores . . . . . . . . . . . . . . . . . . . . . . . . .      148
   12,000 Isetan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      198
   52,000 Nichii Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . .      691
   26,000 Takashimaya Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      416
                                                                                  ------
                                                                                   1,744
                                                                                  ------
Real Estate
   51,000 Mitsubishi Estate Co.   . . . . . . . . . . . . . . . . . . . . . . .      638
   29,000 Misui Fudosan . . . . . . . . . . . . . . . . . . . . . . . . . . . .      357
                                                                                  ------
                                                                                     995
                                                                                  ------
Services
    6,000 Secom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      418
   35,000 Toppan Printing . . . . . . . . . . . . . . . . . . . . . . . . . . .      461
                                                                                  ------
                                                                                     879
                                                                                  ------
Steel
   53,000 Daido Steel Co.   . . . . . . . . . . . . . . . . . . . . . . . . . .      267
  164,000 Kawasaki Steel Corp. (b)  . . . . . . . . . . . . . . . . . . . . . .      572
  161,000 Kobe Steel (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . .      498
   12,000 Mitsubishi Steel Manufacturing  . . . . . . . . . . . . . . . . . . .       63
  199,000 Nippon Kokan  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      536
  280,000 Nippon Steel Corp.  . . . . . . . . . . . . . . . . . . . . . . . . .      961
  125,000 Sumitomo Metal Industries . . . . . . . . . . . . . . . . . . . . . .      379
                                                                                  ------
                                                                                   3,276
                                                                                  ------
Storage
   34,000 Mitsui-Soko . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      273
                                                                                  ------
Textile Products
  244,000 Kanebo Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      606
   15,000 Kurabo Industries . . . . . . . . . . . . . . . . . . . . . . . . . .       57
   13,000 Kuraray Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . .      143
   13,000 Nisshinbo Industries  . . . . . . . . . . . . . . . . . . . . . . . .      126
   12,000 Teijin  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       61
   27,000 Toyobo  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       97
   48,000 Unitika, Ltd. (b) . . . . . . . . . . . . . . . . . . . . . . . . . .      146
                                                                                  ------
                                                                                   1,236
                                                                                  ------
Transportation & Shipping
    8,000 Kamigumi Co., Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . .       77
   29,000 Keihin Electric Express Railway . . . . . . . . . . . . . . . . . . .      174
   18,000 Mitsui O.S.K. Lines, Ltd. (b) . . . . . . . . . . . . . . . . . . . .       58
   27,000 Nippon Yusen  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      157
    9,000 Seind Transportation  . . . . . . . . . . . . . . . . . . . . . . . .      151
                                                                                  ------
                                                                                     617
                                                                                  ------
Transportation--Airlines
  115,000 Japan Air Lines (b) . . . . . . . . . . . . . . . . . . . . . . . . .      764
   18,000 Tobu Railway  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      113
                                                                                  ------
                                                                                     877
                                                                                  ------
Transportation--Road & Railroad
   73,000 Hankyu Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      400
  137,000 Kinki Nippon Railway (b)  . . . . . . . . . . . . . . . . . . . . . .    1,036
   47,000 Nippon Express Co.  . . . . . . . . . . . . . . . . . . . . . . . . .      453
   34,000 Odakyu Railway  . . . . . . . . . . . . . . . . . . . . . . . . . . .      232
   46,000 Tokyo Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      325
                                                                                  ------
                                                                                   2,446
                                                                                  ------
</TABLE>
Continued
                                     B-154
36
<PAGE>   460
THE ONE GROUP FAMILY OF MUTUAL FUNDS    
International Equity Fund               
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)       
                                                                            
<TABLE>                                                                     
<CAPTION>                                                                   
SHARES OR                                                                   
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                    <C>    
COMMON STOCKS, CONTINUED:                                                                
JAPAN, CONTINUED:                                                                        
Utilities--Gas & Electric
   82,000 Osaka Gas Co., Ltd.   . . . . . . . . . . . . . . . . . . . . . . . .  $   284
                                                                                 -------
Utilities--Gas
   92,000 Tokyo Gas Ltd.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      325
                                                                                 -------
Wholesale & International Trade
  123,000 Marubenii Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . .      667
   59,000 Mitsubishi Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      726
   59,000 Mitsui & co.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      518
   40,000 Sumitomo Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . .      407
                                                                                 -------
                                                                                   2,318
                                                                                 -------
Total Japan                                                                       88,053
                                                                                 -------
MALAYSIA (0.4%):
Agriculture
    8,000 Highlands & Lowlands Berhad . . . . . . . . . . . . . . . . . . . . .       13
          Industrial Oxygen, Inc. Berhad  . . . . . . . . . . . . . . . . . . .      143
                                                                                 -------
                                                                                     156
                                                                                 -------
Building Products
   63,000 Pan Malaysia Cement Works . . . . . . . . . . . . . . . . . . . . . .       66
                                                                                 -------
Engineering
   86,000 Promet Berhad (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       86
                                                                                 -------
Financial Services
   99,000 Idris Hydraulic Berhad (b)  . . . . . . . . . . . . . . . . . . . . .      117
   94,000 Rashid Hussain Bhd  . . . . . . . . . . . . . . . . . . . . . . . . .      281
                                                                                 -------
                                                                                     398
                                                                                 -------
Food Products & Services
   37,000 Nestle Berhad . . . . . . . . . . . . . . . . . . . . . . . . . . . .      271
                                                                                 -------
Forest Products
   20,500 Land & General Holdings . . . . . . . . . . . . . . . . . . . . . . .       45
                                                                                 -------
Hotels & Lodging
  147,500 Faber Group (b) . . . . . . . . . . . . . . . . . . . . . . . . . . .      126
                                                                                 -------
Utilities--Electric
   16,000 Tenaga Nasional Berhad  . . . . . . . . . . . . . . . . . . . . . . .       63
                                                                                 -------
Total Malaysia                                                                     1,211
                                                                                 -------
MEXICO (0.4%):
Building Products
   21,330 Cementos de Mexico, Class A . . . . . . . . . . . . . . . . . . . . .       70
   16,200 Cementos de Mexico, Class B (b) . . . . . . . . . . . . . . . . . . .       58
   17,960 Tolmex S.A., Series B2  . . . . . . . . . . . . . . . . . . . . . . .       81
                                                                                 -------
                                                                                     209
                                                                                 -------
Diversified
   33,500 Grupo Carso S.A., Series A1 (b)                                            179
                                                                                 -------
Food & Household Products
   29,000 Kimberly-Clark de Mexico-A  . . . . . . . . . . . . . . . . . . . . .      438
                                                                                 -------
Merchandising
   51,000 Cifra S.A. de C.V., Series C  . . . . . . . . . . . . . . . . . . . .       52
                                                                                 -------
Telecommunications
   29,880 Telefonos de Mexico S.A., Class L . . . . . . . . . . . . . . . . . .       46
  203,000 Vitro S.A.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      324
                                                                                 -------
                                                                                     370
                                                                                 -------
Total Mexico                                                                       1,248
                                                                                 -------
NETHERLANDS (2.5%):
Appliances & Household Products
   11,100 Philips Electronics . . . . . . . . . . . . . . . . . . . . . . . . .      402
                                                                                 -------
Banking
   20,150 ABN Amro Holdings NV  . . . . . . . . . . . . . . . . . . . . . . . .      919
                                                                                 -------
Beverages & Tobacco
    1,625 Heineken NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      289
                                                                                 -------
Broadcasting & Publishing
   21,000 Elsevier NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      280
                                                                                 -------
Chemicals
    5,500 Akzo Nobel NV . . . . . . . . . . . . . . . . . . . . . . . . . . . .      637
                                                                                 -------
Energy
   19,850 Royal Dutch Petrooeum Co. NV  . . . . . . . . . . . . . . . . . . . .    2,776
                                                                                 -------
Insurance
    3,700 Internationale Nederlanden Group  . . . . . . . . . . . . . . . . . .      508
    7,600 Unilever NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      520
                                                                                 -------
                                                                                   1,028
                                                                                 -------
Total Netherlands                                                                  6,331
                                                                                 -------
New Zealand (0.4%):
Appliances & Household Products
   52,200 Fisher & Paykel Industries  . . . . . . . . . . . . . . . . . . . . .      159
                                                                                 -------
Beverages & Tobacco
   78,200 Lion Nathan, Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . .      186
                                                                                 -------
Broadcasting & Publishing
   34,837 Wilson & Horton, Ltd.   . . . . . . . . . . . . . . . . . . . . . . .      208
                                                                                 -------
Telecommunications
  115,800 Telecom Corp. of New Zealand  . . . . . . . . . . . . . . . . . . . .      500
                                                                                 -------
Total New Zealand                                                                  1,053
                                                                                 -------
Norway (0.7%):
Engineering
    6,090 Kvaerner A/S, Series A  . . . . . . . . . . . . . . . . . . . . . . .      216
                                                                                 -------
Entertainment
   42,880 NCL Holdings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       34
                                                                                 -------
</TABLE>
Continued
                                     B-155
37
<PAGE>   461
THE ONE GROUP FAMILY OF MUTUAL FUNDS 
International Equity Fund            
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)         
                                                                              
<TABLE>                                                                       
<CAPTION>                                                                     
SHARES OR                                                                     
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>     
COMMON STOCKS, CONTINUED:                                                                
NORWAY, CONTINUED:                                                                        
Forest Products
    6,640 Norske SkogsindustrierA/S B . . . . . . . . . . . . . . . . . . . . .   $  184
                                                                                  ------
Medical Equipment & Supplies
   12,800 Hafslund Nycomed A/S A  . . . . . . . . . . . . . . . . . . . . . . .      325
                                                                                  ------
Oil & Gas Exploration, Production & Services
    8,400 Aker A/S, Series A  . . . . . . . . . . . . . . . . . . . . . . . . .      112
    5,880 Aker A/S, Series B  . . . . . . . . . . . . . . . . . . . . . . . . .       72
   24,240 Norsk Hydro A/S . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,020
                                                                                  ------
                                                                                   1,204
                                                                                  ------
Total Norway                                                                       1,963
                                                                                  ------
PHILLIPINES (0.8%):
Banking & Financial Services
    9,130 Metropolitan Bank . . . . . . . . . . . . . . . . . . . . . . . . . .      177
   15,390 Philippine National Bank (b)  . . . . . . . . . . . . . . . . . . . .      170
                                                                                  ------
                                                                                     347
                                                                                  ------
Beverages & Tobacco
   49,670 San Miguel Corp., Class B . . . . . . . . . . . . . . . . . . . . . .      169
                                                                                  ------
Diversified
  162,960 Ayala Corp., Class B  . . . . . . . . . . . . . . . . . . . . . . . .      199
                                                                                  ------
Oil & Gas Exploration, Production & Services
  665,700 Petron Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      343
                                                                                  ------
Real Estate
  508,750 Ayala Land, Inc., Class B . . . . . . . . . . . . . . . . . . . . . .      621
                                                                                  ------
Telecommunications
    7,400 Philippine Long Distance Telephone Co.  . . . . . . . . . . . . . . .      402
                                                                                  ------
Utilities--Electric
   21,450 Manila Electric Co., Class B  . . . . . . . . . . . . . . . . . . . .      175
                                                                                  ------
Total Philippine                                                                   2,256
                                                                                  ------
PORTUGAL (0.9%):
Banking
   25,070 Banco Commercial Portugues  . . . . . . . . . . . . . . . . . . . . .      341
   23,751 Banco Espirito Santo e Commerical de Lisboa . . . . . . . . . . . . .      360
   16,927 Banco Portuguese de Investimento - Soc Gestora De Participacces . . .      206
                                                                                  ------
                                                                                     907
                                                                                  ------
Beverages & Tobacco
   15,740 Unicer-Unioa Cervejiera . . . . . . . . . . . . . . . . . . . . . . .      263
                                                                                  ------
Food & Household Products
    3,800 Jeronimo Martins & Filho  . . . . . . . . . . . . . . . . . . . . . .      211
                                                                                  ------
Forest Products
    5,450 Soporcel (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      113
                                                                                  ------
Industrial Holding Company
   13,800 Sonae Industria e Investimentos . . . . . . . . . . . . . . . . . . .      296
                                                                                  ------
Retail--General Merchandise
    9,000 Modelo Contin Sociedade Gestor Participacoes Sociais SA . . . . . . .      247
                                                                                  ------
Total Portugal                                                                     2,037
                                                                                  ------
SINGAPORE (0.3%):
Engineering
   12,000 Promet Berhad (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       12
                                                                                  ------
Lodging
      243 Hotel & Properties, Ltd . . . . . . . . . . . . . . . . . . . . . . .      376
                                                                                  ------
Transportation & Shipping
   82,000 Chuan Hup Holdings  . . . . . . . . . . . . . . . . . . . . . . . . .       74
      229 Neptune Orient Lines  . . . . . . . . . . . . . . . . . . . . . . . .      258
                                                                                  ------
                                                                                     332
                                                                                  ------
Total Singapore                                                                      720
                                                                                  ------
SPAIN (3.2%):
Automotive
    3,200 FAS-Renault Fabricacio  . . . . . . . . . . . . . . . . . . . . . . .       53
                                                                                  ------
Banking
   20,300 Banco Bilbao Vizcaya, Registered  . . . . . . . . . . . . . . . . . .      731
   11,300 Banco Central SA Spanish, Registered  . . . . . . . . . . . . . . . .      229
   14,700 Banco de Santander SA, Registered . . . . . . . . . . . . . . . . . .      738
   12,300 Corporacion Bancaria de Espana SA (b) . . . . . . . . . . . . . . . .      507
                                                                                  ------
                                                                                   2,205
                                                                                  ------
Beverages & Tobacco
    7,400 El Aguila SA (b)  . . . . . . . . . . . . . . . . . . . . . . . . . .       45
    6,000 Tabacalera Spanish Registered . . . . . . . . . . . . . . . . . . . .      228
                                                                                  ------
                                                                                     273
                                                                                  ------
Building Products
   13,900 Uralita (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      126
                                                                                  ------
Chemicals
   23,200 Ercros SA (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16
                                                                                  ------
Energy
   30,200 Repsol SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      990
                                                                                  ------
Food & Household Products
   16,900 Ebro Agricolas, Compania de Alimentacion SA . . . . . . . . . . . . .      177
                                                                                  ------
Forest Products
    4,600 Empresa Nacional de Celulosas . . . . . . . . . . . . . . . . . . . .       75
   16,800 Sarrio SA (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .       64
                                                                                  ------
                                                                                     139
                                                                                  ------
</TABLE>
Continued
                                     B-156
38
<PAGE>   462
THE ONE GROUP FAMILY OF MUTUAL FUNDS     
International Equity Fund                
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           
                                                                                
<TABLE>                                                                         
<CAPTION>                                                                       
SHARES OR                                                                       
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>    
COMMON STOCKS, CONTINUED:                                                                
SPAIN, CONTINUED:                                                                       
Utilities--Gas & Electric
   25,400 Empresa Nacional de Electricidad SA . . . . . . . . . . . . . . . . .   $1,438
    1,500 Fomento de Construcciones y Contrates SA  . . . . . . . . . . . . . .      115
    3,000 Gas Natural SDG SA  . . . . . . . . . . . . . . . . . . . . . . . . .      467
   69,600 Iberdrola SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      637
   48,310 Union Electric Fenosa SA  . . . . . . . . . . . . . . . . . . . . . .      291
                                                                                  ------
                                                                                   2,948
                                                                                  ------
Industrial Holding Companies
    5,600 Alba  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      345
                                                                                  ------
Insurance
    2,300 Corporacion Mafre cia International SA  . . . . . . . . . . . . . . .      129
                                                                                  ------
Miscellaneous Materials & Commodities
    6,400 Viscofan Industria Navarra de Envolturas Celulosicas  . . . . . . . .       76
                                                                                  ------
Steel
    1,780 Acerinox SA, Registered . . . . . . . . . . . . . . . . . . . . . . .      180
                                                                                  ------
Real Estate
    8,200 Inmobiliaria Metropolitana Vasco Central SA . . . . . . . . . . . . .      271
    8,300 Vallehermoso SA . . . . . . . . . . . . . . . . . . . . . . . . . . .      154
                                                                                  ------
                                                                                     425
                                                                                  ------
Telecommunications
   82,600 Telefonica de Espana  . . . . . . . . . . . . . . . . . . . . . . . .    1,144
                                                                                  ------
   Total Spain                                                                     9,226
                                                                                  ------
SWEDEN (1.7%):
Automotive
   14,500 Volvo AB B Free . . . . . . . . . . . . . . . . . . . . . . . . . . .      297
                                                                                  ------
Banking & Financial Services
   20,200 Skandiaviska Enskilda Banken Series A Free  . . . . . . . . . . . . .      168
      800 Svenska Handlespanken A . . . . . . . . . . . . . . . . . . . . . . .       16
   11,150 Svenska Handlespanken A Shares  . . . . . . . . . . . . . . . . . . .      232
                                                                                  ------
                                                                                     416
                                                                                  ------
Engineering
    2,350 Asea AB A Free  . . . . . . . . . . . . . . . . . . . . . . . . . . .      229
      800 Asea AB B Free  . . . . . . . . . . . . . . . . . . . . . . . . . . .       79
    4,150 Skanska AB Series B . . . . . . . . . . . . . . . . . . . . . . . . .      143
                                                                                  ------
                                                                                     451
                                                                                  ------
Forest Products
    5,750 Stora Kopparberg B  . . . . . . . . . . . . . . . . . . . . . . . . .       69
   14,000 Stora Kopparbergs . . . . . . . . . . . . . . . . . . . . . . . . . .      165
   15,500 Svenska Cellulosa . . . . . . . . . . . . . . . . . . . . . . . . . .      241
                                                                                  ------
                                                                                     475
                                                                                  ------
Insurance
    4,200 Skandia Forsakrings AB  . . . . . . . . . . . . . . . . . . . . . . .      114
                                                                                  ------
Machinery & Equipment
   13,300 Atlas Copco AB A Free . . . . . . . . . . . . . . . . . . . . . . . .      205
    1,000 Atlas Copco AB B Free . . . . . . . . . . . . . . . . . . . . . . . .       15
                                                                                  ------
                                                                                     220
                                                                                  ------
Manufacturing--Consumer Goods
    4,450 Electrolux AB, Class B Free . . . . . . . . . . . . . . . . . . . . .      183
                                                                                  ------
Metals & Mining
    1,750 S.K.F. AB Series B Free . . . . . . . . . . . . . . . . . . . . . . .       33
    7,150 Trelleborg AB B Free  . . . . . . . . . . . . . . . . . . . . . . . .       77
                                                                                  ------
                                                                                     110
                                                                                  ------
Office Equipment & Services
    4,600 Esselte AB B Free . . . . . . . . . . . . . . . . . . . . . . . . . .       69
                                                                                  ------
Pharmaceuticals
   19,500 Astra AB A Free . . . . . . . . . . . . . . . . . . . . . . . . . . .      779
    6,800 Astra AB B Free . . . . . . . . . . . . . . . . . . . . . . . . . . .      270
                                                                                  ------
                                                                                   1,049
                                                                                  ------
Retail-Special Line
    6,400 Hennes & Mauritz AB B Free  . . . . . . . . . . . . . . . . . . . . .      357
                                                                                  ------
Telecommunications
   29,800 Tlelfonaktiebolaget LM Ericsson . . . . . . . . . . . . . . . . . . .      584
                                                                                  ------
   Total Sweden                                                                    4,325
                                                                                  ------
SWITZERLAND (2.0%):
Banking
      320 Swiss Bank Corp.  . . . . . . . . . . . . . . . . . . . . . . . . . .      131
                                                                                  ------
Consumer Goods
    1,150 Societe Suisse pour la Microelectronique et l'Horlogerie  . . . . . .      151
                                                                                  ------
Diversified
      150 Alusuisse-Lonza Holding AG  . . . . . . . . . . . . . . . . . . . . .      119
      260 BBC Brown Boveri AG . . . . . . . . . . . . . . . . . . . . . . . . .      303
                                                                                  ------
                                                                                     422
                                                                                  ------
Financial Services
    2,250 CS Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      231
      230 Union Bank of Switzerland . . . . . . . . . . . . . . . . . . . . . .      250
                                                                                  ------
                                                                                     481
                                                                                  ------
Food Products & Services
      570 Nestle SA, Registered . . . . . . . . . . . . . . . . . . . . . . . .      632
                                                                                  ------
Insurance
      390 Swiss Reinsurance Co.   . . . . . . . . . . . . . . . . . . . . . . .      455
                                                                                  ------
Pharmaceuticals
      600 Ciba Geigy AG . . . . . . . . . . . . . . . . . . . . . . . . . . . .      529
      130 Roche Holdings  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,031
</TABLE>
Continue
                                     B-157
                                                                              39
<PAGE>   463
THE ONE GROUP FAMILY OF MUTUAL FUNDS 
International Equity Fund            
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           
                                                                                
<TABLE>                                                                         
<CAPTION>     
SHARES OR     
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                     <C>    
COMMON STOCKS, CONTINUED:                                                                
SWITZERLAND, CONTINUED:                                                                       
Pharmaceuticals, continued:
       40 Roche Holdings AG Genusscheine  . . . . . . . . . . . . . . . . . . .   $  561
    1,000 Sandoz AG - registered  . . . . . . . . . . . . . . . . . . . . . . .      918
                                                                                  ------
                                                                                   3,039
                                                                                  ------
Transportation & Shipping
      100 Danzas Holding AG, Registered (b) . . . . . . . . . . . . . . . . . .      110
                                                                                  ------
   Total Switzerland                                                               5,421
                                                                                  ------
THAILAND (1.1%):
Airlines
   95,200 Thai Airways International  . . . . . . . . . . . . . . . . . . . . .      164
   41,000 Thai Airways International Foreign Registered Shares (b)  . . . . . .       77
                                                                                  ------
                                                                                     241
                                                                                  ------
Banking
  211,190 Krung Thai Bank, Ltd.   . . . . . . . . . . . . . . . . . . . . . . .      872
   41,800 The Bangkok Bank  . . . . . . . . . . . . . . . . . . . . . . . . . .      508
                                                                                  ------
                                                                                   1,380
                                                                                  ------
Metals & Mining
  235,500 Padaeng Industries  . . . . . . . . . . . . . . . . . . . . . . . . .      168
                                                                                  ------
Telecommunications
   30,000 Advanced Information Services PLC . . . . . . . . . . . . . . . . . .      531
    7,700 Shinawatra Corp. & Co.  . . . . . . . . . . . . . . . . . . . . . . .      190
   76,700 Telecomasia Corp. (b) . . . . . . . . . . . . . . . . . . . . . . . .      233
                                                                                  ------
                                                                                     954
                                                                                  ------
   Total Thailand                                                                  2,743
                                                                                  ------
TURKEY (1.2%):
Appliances & Household Products
  663,400 ArceliK AS Ord (b)  . . . . . . . . . . . . . . . . . . . . . . . . .       53
                                                                                  ------
Automotive
  684,800 Tofas Turk Otomobil Fabrikas  . . . . . . . . . . . . . . . . . . . .       66
                                                                                  ------
Banking & Financial Services
  617,200 Akbank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      117
  393,400 Turkiye Garanti Bankasi AG  . . . . . . . . . . . . . . . . . . . . .       33
                                                                                  ------
                                                                                     150
                                                                                  ------
Beverages & Tobacco
  100,640 Ericiyas Biracilik  . . . . . . . . . . . . . . . . . . . . . . . . .       47
   76,540 Ege Biracilik ve Mal  . . . . . . . . . . . . . . . . . . . . . . . .       26
                                                                                  ------
                                                                                      73
                                                                                  ------
Chemicals
  390,000 Petkim Petrokimya Holdings AS . . . . . . . . . . . . . . . . . . . .      199
                                                                                  ------
Diversified
  759,900 Koc Holdings AS . . . . . . . . . . . . . . . . . . . . . . . . . . .      109
                                                                                  ------
Electrical & Electronics
  546,000 Raks Electronik . . . . . . . . . . . . . . . . . . . . . . . . . . .      121
                                                                                  ------
Financial Services
  798,000 Eczacibasi Yatirim Holdings Ortakli (b) . . . . . . . . . . . . . . .       94
                                                                                  ------
Metals & Minig
1,807,450 Eregli Demir ve Celik Fabrik  . . . . . . . . . . . . . . . . . . . .      148
2,270,500 Izmir Demir Celik Sanayi AS (b) . . . . . . . . . . . . . . . . . . .       43
                                                                                  ------
                                                                                     191
                                                                                  ------
Oil & Gas Exploration, Production & Services
  356,600 Petrol Ofisi AS . . . . . . . . . . . . . . . . . . . . . . . . . . .       56
1,949,865 Tupras Turkiye Petrol Rafinerileri AS . . . . . . . . . . . . . . . .      323
                                                                                  ------
                                                                                     379
                                                                                  ------
Textile Products
  270,346 Aksa Akrilik Kimya Sanayii  . . . . . . . . . . . . . . . . . . . . .       83
                                                                                  ------
Transportation
1,181,460 Turk Hava Tollari AO (b)  . . . . . . . . . . . . . . . . . . . . . .      157
                                                                                  ------
Telecommunications
   17,250 Netas Telekomunik . . . . . . . . . . . . . . . . . . . . . . . . . .       50
                                                                                  ------
   Total Turkey                                                                    1,725
                                                                                  ------
UNITED KINGDOM (7.2%):
Airlines
   28,200 British Airways PLC . . . . . . . . . . . . . . . . . . . . . . . . .      204
                                                                                  ------
Aerospace & Military Technology
    7,400 British Aerospace PLC Ord . . . . . . . . . . . . . . . . . . . . . .       92
   33,200 Rolls-Royce PLC . . . . . . . . . . . . . . . . . . . . . . . . . . .       97
                                                                                  ------
                                                                                     189
                                                                                  ------
Appliances & Household Products
   13,600 Thorn EMI PLC Ord . . . . . . . . . . . . . . . . . . . . . . . . . .      320
                                                                                  ------
Banking
   54,100 Abbey National PLC  . . . . . . . . . . . . . . . . . . . . . . . . .      534
   74,500 Barclays Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . .      855
   63,800 HSBC Holdings PLC . . . . . . . . . . . . . . . . . . . . . . . . . .      981
   23,500 The Royal Bank of Scotland PLC  . . . . . . . . . . . . . . . . . . .      214
                                                                                  ------
                                                                                   2,584
                                                                                  ------
Banking & Financial Services
   37,500 Allied Irish Banks  . . . . . . . . . . . . . . . . . . . . . . . . .      204
                                                                                  ------
Beverages & Tobacco
   31,000 Guinness PLC Ord  . . . . . . . . . . . . . . . . . . . . . . . . . .      228
   12,000 Scottish & Newcastle PLC  . . . . . . . . . . . . . . . . . . . . . .      114
                                                                                  ------
                                                                                     342
                                                                                  ------
Building Products
   67,300 Camas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       77
</TABLE>
Continued
                                     B-158
40
<PAGE>   464
THE ONE GROUP FAMILY OF MUTUAL FUNDS   
International Equity Fund              
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           
                                                                                
<TABLE>                                                                         
<CAPTION>                                                                       
SHARES OR                                                                       
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                    <C>    
COMMON STOCKS, CONTINUED:                                                                
UNITED KINGDOM, CONTINUED:                                                                  
Building Products, continued:
  158,800 Tarmac PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   254
                                                                                 -------
                                                                                     331
                                                                                 -------
Chemicals
   15,700 Imperial Chemical Industry  . . . . . . . . . . . . . . . . . . . . .      186
                                                                                 -------
Conglomerates
   70,400 B.A.T. Industries PLC Ord . . . . . . . . . . . . . . . . . . . . . .      620
    5,500 Lonrho PLC Ord  . . . . . . . . . . . . . . . . . . . . . . . . . . .      146
                                                                                 -------
                                                                                     766
                                                                                 -------
Construction
   73,500 Taylor Woodrow PLC  . . . . . . . . . . . . . . . . . . . . . . . . .      134
                                                                                 -------
Electrical & Electronics
   28,300 Bowthorpe PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .      185
   49,800 Electrocomponents Ord . . . . . . . . . . . . . . . . . . . . . . . .      278
   47,300 General Electric Co., PLC . . . . . . . . . . . . . . . . . . . . . .      261
   22,300 Oxford Instruments PLC  . . . . . . . . . . . . . . . . . . . . . . .      140
                                                                                 -------
                                                                                     864
                                                                                 -------
Energy
  135,700 British Petroleum Co., PLC Ord  . . . . . . . . . . . . . . . . . . .    1,136
                                                                                 -------
Engineering
   24,700 Barratt Developments  . . . . . . . . . . . . . . . . . . . . . . . .       95
   56,460 Costain Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .       62
                                                                                 -------
                                                                                     157
                                                                                 -------
Financial Services
  143,582 Lloyds TSB Group PLC  . . . . . . . . . . . . . . . . . . . . . . . .      739
   36,700 St. James's Place Capital PLC . . . . . . . . . . . . . . . . . . . .       59
                                                                                 -------
                                                                                     798
                                                                                 -------
Food & Household Products
   42,285 Cadbury Schweppes PLC . . . . . . . . . . . . . . . . . . . . . . . .      349
   18,700 Unilever PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      384
                                                                                 -------
                                                                                     733
                                                                                 -------
Health & Personal Care
   64,000 Glaxo Holdings PLC Ord  . . . . . . . . . . . . . . . . . . . . . . .      909
   35,400 Smithkline Beecham - Class A  . . . . . . . . . . . . . . . . . . . .      390
   26,500 Zeneca Group PLC  . . . . . . . . . . . . . . . . . . . . . . . . . .      513
                                                                                 -------
                                                                                   1,812
                                                                                 -------
Industrial Holding Companies
  100,700 BTR PLC Ord . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      514
   21,900 Bicc PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       94
  200,900 Hanson PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      600
                                                                                 -------
                                                                                   1,208
                                                                                 -------
Insurance
   21,700 The Boots Co. PLC Ord . . . . . . . . . . . . . . . . . . . . . . . .      197
   56,300 Commercial Union PLC  . . . . . . . . . . . . . . . . . . . . . . . .      549
   22,800 Great Universal Stores PLC  . . . . . . . . . . . . . . . . . . . . .      242
   89,900 Marks & Spencer PLC . . . . . . . . . . . . . . . . . . . . . . . . .      628
   31,800 Royal Insurance PLC . . . . . . . . . . . . . . . . . . . . . . . . .      189
   54,900 Sainsbury PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .      335
  117,000 Tesco PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      540
                                                                                 -------
                                                                                   2,680
                                                                                 -------
Mining
   48,900 English China Clays PLC . . . . . . . . . . . . . . . . . . . . . . .      241
                                                                                 -------
Miscellaneous Materials & Components
   61,200 Harrison & Crossfield PLC . . . . . . . . . . . . . . . . . . . . . .      152
   50,900 Pilkington PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . .      160
                                                                                 -------
                                                                                     312
                                                                                 -------
Merchandising
   42,900 Argyll Group PLC Ord  . . . . . . . . . . . . . . . . . . . . . . . .      226
                                                                                 -------
Metals (Non-ferrous)
   22,500 RTZ Corp.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      327
                                                                                 -------
Paper Products
   40,900 Rexam PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      225
                                                                                 -------
Pharmaceuticals
   36,300 Smithkline Beecham Units  . . . . . . . . . . . . . . . . . . . . . .      396
                                                                                 -------
Printing & Publishing
   42,600 Reuters Holdings PLC  . . . . . . . . . . . . . . . . . . . . . . . .      390
                                                                                 -------
Real Estate
   18,720 British Land Co., PLC Ord . . . . . . . . . . . . . . . . . . . . . .      111
   48,600 Land Securities PLC Ord . . . . . . . . . . . . . . . . . . . . . . .      466
                                                                                 -------
                                                                                     577
                                                                                 -------
Retail
   22,700 Next PLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      161
                                                                                 -------
Road & Railroad
   18,600 Peninsular & Oriental Steam Navigation Co.  . . . . . . . . . . . . .      138
                                                                                 -------
Telecommunications
  148,900 British Telecom PLC . . . . . . . . . . . . . . . . . . . . . . . . .      818
   56,300 Cable & Wireless PLC  . . . . . . . . . . . . . . . . . . . . . . . .      402
                                                                                 -------
                                                                                   1,220
                                                                                 -------
Steel
   67,600 British Steel PLC Ord . . . . . . . . . . . . . . . . . . . . . . . .      171
                                                                                 -------
Utilities--Gas & Electric
   77,300 British Gas PLC . . . . . . . . . . . . . . . . . . . . . . . . . . .      305
   33,800 National Power PLC  . . . . . . . . . . . . . . . . . . . . . . . . .      236
                                                                                 -------
                                                                                     541
                                                                                 -------
   Total United Kingdom                                                           19,573
                                                                                 -------
</TABLE>
Continued
                                     B-159
                                                                              41
<PAGE>   465
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                            
International Equity Fund                                                       
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           
                                                                              
<TABLE>                                                                       
<CAPTION>                                                                     
SHARES OR                                                                     
PRINCIPAL                               SECURITY                                 MARKET  
 AMOUNT                                DESCRIPTION                                VALUE  
- --------- ---------------------------------------------------------------------  --------
<S>       <C>                                                                   <C>     
COMMON STOCKS, CONTINUED:                                                                
U.S. Dollar (1.4%):
Banking & Financial Services
    5,883 Banco O'Higgins ADR . . . . . . . . . . . . . . . . . . . . . . . . . $    135
                                                                                --------
Beverages & Tobacco
    6,712 Compania Cervezas Unidas SA Produce . . . . . . . . . . . . . . . . .      156
    4,066 Embotella Andina SA . . . . . . . . . . . . . . . . . . . . . . . . .      147
    2,500 Vina Concho Y Toro SA . . . . . . . . . . . . . . . . . . . . . . . .       45
                                                                                --------
                                                                                     348
                                                                                --------
Chemicals
    6,409 Quimica Y Minera Chile SA . . . . . . . . . . . . . . . . . . . . . .      301
                                                                                --------
Diversified
    1,615 U.S. Industries, Inc.   . . . . . . . . . . . . . . . . . . . . . . .       30
                                                                                --------
Forest Products
   11,887 Maderas Y Sinteticos ADR  . . . . . . . . . . . . . . . . . . . . . .      232
                                                                                --------
Metals & Mining
    7,615 Madeco SA ADR . . . . . . . . . . . . . . . . . . . . . . . . . . . .      206
                                                                                --------
Packaging
    8,500 Cristalerias de Chile ADR . . . . . . . . . . . . . . . . . . . . . .      189
                                                                                --------
Pharmaceuticals
    4,711 Laboratorio Chile SA ADR  . . . . . . . . . . . . . . . . . . . . . .       59
                                                                                --------
Telecommunications
    3,796 Compania Telecomunicacion Chile ADR . . . . . . . . . . . . . . . . .      315
                                                                                --------
Utilities--Electric
    4,662 Chilectra Metro SA ADR  . . . . . . . . . . . . . . . . . . . . . . .      225
   11,891 Chilenger SA ADR  . . . . . . . . . . . . . . . . . . . . . . . . . .      297
   19,962 Empresa Nacional de Electric ADR  . . . . . . . . . . . . . . . . . .      454
   10,028 Enersis SA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      286
                                                                                --------
                                                                                   1,262
                                                                                --------
   Total U.S. Dollar                                                               3,077
                                                                                --------
   Total Common Stocks                                                           262,577
                                                                                --------
PREFERRED STOCKS (0.7%):
AUSTRALIA (0.0%):
   20,250 News Corp. Ltd.   . . . . . . . . . . . . . . . . . . . . . . . . . . $     95
                                                                                --------
GERMANY (0.6%):
Automotive
      580 Volkswagen AG . . . . . . . . . . . . . . . . . . . . . . . . . . . .      141
                                                                                --------
Business Services
    4,700 SAP AG  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      715
                                                                                --------
Engineering
    2,810 RWE - Rheinisch - Westfaelisches Elektrizitaetswerk AG  . . . . . . .      786
                                                                                --------
Textiles
      140 Escada AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       23
                                                                                --------
   Total Germany                                                                   1,665
                                                                                --------
GREECE (0.1%):
Telecommunications
    7,090 Intracom SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      126
                                                                                --------
   Total Preferred Stocks                                                          1,886
                                                                                --------
U.S. Treasury Bills (0.1%):
  235,000 3/14/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      233
                                                                                --------
   Total U.S. Treasury Bills                                                         233
                                                                                --------
   Total Investments, at value                                                   264,696
                                                                                --------
REPURCHASE AGREEMENT (3.4%):
9,855,000 State Street Bank, 5.00%, 1/2/96 (collateralized by 8,530,000 U.S.      
          Treasury Bonds, 7.50%, 11/15/16, market value--$10,055) . . . . . . .    9,855
                                                                                --------
   Total Repurchase Agreement                                                      9,855
                                                                                --------
   Total (Cost $250,279)(a)                                                     $274,551
                                                                                ========
<FN>
___________
                                
Percentages indicated are based on net assets of $271,995.

(a) Represents cost for financial reporting purposes which differs from cost
    basis for federal income tax purposes by the amount of losses recognized for
    financial reporting purposes in excess of federal income tax reporting of
    approximately $53. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
<CAPTION>
<S>           <C>                                                     <C> 
              Unrealized appreciation . . . . . . . . . . . . . . .   $ 35,359
              Unrealized depreciation . . . . . . . . . . . . . . .    (11,140)
                                                                      --------
              Net unrealized appreciation . . . . . . . . . . . . .   $ 24,219
                                                                      ========
<FN>
  (b) Represents non-income producing security.

  ADR - American Depository Receipt
</TABLE>

Continued
                                     B-160
42
<PAGE>   466
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                            
International Equity Fund                                                       
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)           

As of December 31, 1995, the Fund's open forward currency contracts were as
follows:

<TABLE>
<CAPTION>
                                                                              
                                                                               UNREALIZED  
                             DELIVERY  CONTRACT CONTRACT  CONTRACT MARKET     APPRECIATION/
               CURRENCY        DATE     PRICE    AMOUNT    VALUE    VALUE     DEPRECIATION
               --------        ----     -----    ------    -----    -----     ------------
               <S>           <C>      <C>       <C>         <C>   <C>          <C>
               Short
                 Contracts:
               European
                 Currency
                 Unit  . .   03/15/96 $  0.7789      534    $  686 $  682           $ 4
               Japanese Yen  03/12/96  100.3500   49,400       492    483             9
                                                            ------ ------           ---
               Total Short
                 Contracts .                                $1,178 $1,165           $13
                                                            ====== ======           ===
               Long
                 Contracts:
               Danish Krone  01/03/96 $  5.5650      841    $  151 $  152            $1
               European
                 Currency
                 Unit  . .   03/15/96    0.7920    2,960     3,737  3,779            42
               European
                 Currency
                 Unit  . .   03/15/96    0.7833      190       243    243
               Japanese Yen  03/12/96   99.7000  287,973     2,888  2,815          (73)
               Japanese Yen  03/12/96  101.4100   23,800       235    233           (2)
               Japanese Yen  01/04/96  102.7200   32,603       317    316           (1)
                                                            ------ ------           ---
               Total Long
                 Contracts .                                $7,571 $7,538         $(33)
                                                            ====== ======           ===
</TABLE>
                                    

As of December 31, 1995, the Fund's open futures contacts were as follows:

<TABLE>
<CAPTION>
                                                                         OPEN    MARKET
               NUMBER OF                                               POSITIONS  VALUE
               CONTRACTS                 CONTRACT TYPE                   (000)    (000)
               --------- --------------------------------------------    -----    -----
                  <S>    <C>                                              <C>    <C>
                  28     Eurotop 100 Index, March 1996 . . . . . . .      $3,781 $3,789
                  29     Nikkei, March 1996  . . . . . . . . . . . .       2,777  2,912
</TABLE>
See notes to financial statements.
                                                                              43
                                     B-161
<PAGE>   467
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
                                                                 (Amounts in Thousands
                                                               except Per Share Amounts)
                                                                                        LARGE
                                                         ASSET     INCOME     EQUITY   COMPANY
                                                       ALLOCATION  EQUITY     INDEX     VALUE
                                                          FUND      FUND       FUND      FUND
                                                        ---------  ------     ------    ------
      <S>                                                 <C>      <C>       <C>       <C>
       ASSETS:                                                                               
       Investments, at value . . . . . . . . . . . .      $46,147  $207,144  $261,453  $448,753
       Repurchase agreements . . . . . . . . . . . .       11,835     4,340     7,754    47,493
                                                          -------  --------  --------  --------
                                                           57,982   211,484   269,207   496,246
       Interest and dividends receivable . . . . . .          443       687       526       781
       Receivable from brokers for investments sold         1,619                 509     2,170
       Receivable for capital shares issued  . . . .          280       617       265     6,386
       Receivable from adviser . . . . . . . . . . .           18        18        74
       Net receivable for variation margin on futures
        contracts  . . . . . . . . . . . . . . . . .            6                   9
       Organization costs  . . . . . . . . . . . . .            4                             5
       Prepaid expenses and other assets . . . . . .                     50         5        22
                                                          -------  --------  --------  --------
       TOTAL ASSETS  . . . . . . . . . . . . . . . .       60,352   212,856   270,595   505,610
                                                          -------  --------  --------  --------
       LIABILITIES:
       Cash overdraft  . . . . . . . . . . . . . . .           87       537       129     5,300
       Dividends payable . . . . . . . . . . . . . .          197       334       374       526
       Payable to brokers for investments purchased         1,851               1,095     3,473
       Payable for capital shares redeemed . . . . .            2         5         6
       Options written, at value (premiums received
        $1,413)  . . . . . . . . . . . . . . . . . .                                      1,543
       Accrued expenses and other payables:
          Investment advisory fees   . . . . . . . .           31       132        68       308
          Administration fees  . . . . . . . . . . .            8        34        40        79
          12b-1 fees (Class A)   . . . . . . . . . .            2         5         2         1
          12b-1 fees (Class B)   . . . . . . . . . .            5         7         7         2
          Other  . . . . . . . . . . . . . . . . . .           23         3       156     1,626
                                                          -------  --------  --------  --------
       TOTAL LIABILITIES . . . . . . . . . . . . . .        2,206     1,057     1,877    12,858
                                                          -------  --------  --------  --------
       NET ASSETS:
       Capital . . . . . . . . . . . . . . . . . . .       52,758   148,240   207,453   488,078
       Undistributed (distributions in excess of) net
        investment income  . . . . . . . . . . . . .            4       (7)         5        53
       Net unrealized appreciation from investments
        and futures contracts  . . . . . . . . . . .        4,484    61,645    60,516       378
       Undistributed net realized gains from
        investment transactions  . . . . . . . . . .          900     1,921       744     4,243
                                                          -------  --------  --------  --------
       NET ASSETS  . . . . . . . . . . . . . . . . .      $58,146  $211,799  $268,718  $492,752
                                                          =======  ========  ========  ========
       Net Assets
          Fiduciary  . . . . . . . . . . . . . . . .      $41,718   181,271   248,638   483,797
          Class A  . . . . . . . . . . . . . . . . .        9,664    21,419    11,461     6,870
          Class B  . . . . . . . . . . . . . . . . .        6,764     9,109     8,619     2,085
                                                          -------  --------  --------  --------
              Total  . . . . . . . . . . . . . . . .      $58,146  $211,799  $268,718  $492,752
                                                          =======  ========  ========  ========
       Outstanding shares of beneficial interest
          Fiduciary  . . . . . . . . . . . . . . . .        3,670    10,983    16,209    40,448
          Class A  . . . . . . . . . . . . . . . . .          850     1,299       748       573
          Class B  . . . . . . . . . . . . . . . . .          593       552       561       173
                                                          -------  --------  --------  --------
              Total  . . . . . . . . . . . . . . . .        5,113    12,834    17,518    41,194
                                                          =======  ========  ========  ========
       Net asset value
          Fiduciary--offering and redemption price
            per share  . . . . . . . . . . . . . . .      $ 11.37  $  16.51  $  15.34  $  11.96
                                                          =======  ========  ========  ========
          Class A--redemption price per share  . .        $ 11.37  $  16.48  $  15.33  $  11.99
                                                          =======  ========  ========  ========
          Class B--offering price per share*   . .        $ 11.41  $  16.52  $  15.35  $  12.09
                                                          =======  ========  ========  ========
       Maximum Sales Charge (Class A)  . . . . . . .         4.50%     4.50%     4.50%     4.50%
                                                          =======  ========  ========  ========
       Maximum Offering Price (100%/(100%--Maximum
        Sales Charge) of net asset value adjusted to
        nearest cent per share (Class A)   . . . . .      $ 11.91  $  17.26  $  16.05  $  12.55
                                                          =======  ========  ========  ========
       Investments, at cost  . . . . . . . . . . . .      $53,437  $149,839  $208,627  $495,738
                                                          =======  ========  ========  ========
<FN>
___________

          * Redemption price per share varies based on length of time shares are held.
</TABLE>


See notes to financial statements.

44
                                     B-162
<PAGE>   468
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                          DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
                                                      (Amounts in Thousands
                                                    except Per Share Amounts)
                                             LARGE                    SMALL
                                            COMPANY     DISCIPLINED  COMPANY
                                             GROWTH        VALUE     GROWTH   INTERNATIONAL
                                              FUND         FUND       FUND     EQUITY FUND
                                            -------     ----------- --------  -------------
<S>                                       <C>          <C>        <C>         <C>
 ASSETS:
 Investments, at value . . . . . . . . . .   $726,640    $527,275    $445,018    $264,696
 Repurchase agreements . . . . . . . . . .     21,291       7,048      32,323       9,855
                                             --------    --------    --------    --------
                                              747,931     534,323     477,341     274,551
 Interest and dividends receivable . . . .      1,618       1,248         242         524
 Foreign currency, at value (Cost $1,542)                                           1,543
 Receivable for short forward foreign
  currency contracts   . . . . . . . . . .                                          1,178
 Long forward foreign currency contracts,
  at value   . . . . . . . . . . . . . . .                                          7,538
 Receivable from brokers for investments
  sold   . . . . . . . . . . . . . . . . .                             67,575
 Receivable for capital shares issued  . .      5,678       2,726       8,116       4,127
 Receivable from adviser . . . . . . . . .         62          14          12          22
 Net receivable for variation margin on
  futures  . . . . . . . . . . . . . . . .                                              6
 Organization costs  . . . . . . . . . . .          1                                   5
 Prepaid expenses and other assets . . . .         45          17          13          56
                                             --------    --------    --------    --------
 TOTAL ASSETS  . . . . . . . . . . . . . .    755,335     538,328     553,299     289,550
                                             --------    --------    --------    --------
 LIABILITIES:
 Cash overdraft  . . . . . . . . . . . . .      5,141       2,372       7,556       3,933
 Dividends payable . . . . . . . . . . . .        863       1,057                   3,396
 Short forward foreign currency contracts,
  at value   . . . . . . . . . . . . . . .                                          1,165
 Payable for long forward foreign currency
  contracts  . . . . . . . . . . . . . . .                                          7,571
 Payable to brokers for investments
  purchased  . . . . . . . . . . . . . . .     10,048                  75,198       1,314
 Payable for capital shares redeemed . . .          2          51          15           5
 Net payable for variation margin on
  futures contracts  . . . . . . . . . . .                                 23
 Accrued expenses and other payables:
    Investment advisory fees   . . . . . .        459         334         293         123
    Administration fees  . . . . . . . . .        119          87          77          43
    12b-1 fees (Class A)   . . . . . . . .         10           4           4           2
    12b-1 fees (Class B)   . . . . . . . .         19          11           4           3
    Other  . . . . . . . . . . . . . . . .         47          74
                                             --------    --------    --------    --------
 TOTAL LIABILITIES . . . . . . . . . . . .     16,708       3,990      83,170      17,555
                                             --------    --------    --------    --------
 NET ASSETS:
 Capital . . . . . . . . . . . . . . . . .    607,630     473,621     437,559     247,824
 Distributions in excess of net investment
  income   . . . . . . . . . . . . . . . .        (31)        (37)        (62)       (453)
 Net unrealized appreciation from
  investments and from translation of
  assets and liabilities in foreign
  currencies   . . . . . . . . . . . . . .    122,343      62,383      19,440      24,410
 Undistributed net realized gains from
  investment and foreign currency
  transactions   . . . . . . . . . . . . .      8,685      (1,629)     13,192         214
                                             --------    --------    --------    --------
 NET ASSETS  . . . . . . . . . . . . . . .   $738,627    $534,338    $470,129    $271,995
                                             ========    ========    ========    ========
 Net Assets
    Fiduciary  . . . . . . . . . . . . . .    664,954     503,886     445,858     261,335
    Class A  . . . . . . . . . . . . . . .     50,511      17,248      18,720       6,634
    Class B  . . . . . . . . . . . . . . .     23,162      13,204       5,551       4,026
                                             --------    --------    --------    --------
        Total  . . . . . . . . . . . . . .   $738,627    $534,338    $470,129    $271,995
                                             ========    ========    ========    ========
 Outstanding shares of beneficial interest
    Fiduciary  . . . . . . . . . . . . . .     45,995      36,481      26,422      18,233
    Class A  . . . . . . . . . . . . . . .      3,407       1,247       1,113         463
    Class B  . . . . . . . . . . . . . . .      1,582         957         337         287
                                             --------    --------    --------    --------
        Total  . . . . . . . . . . . . . .     50,984      38,685      27,872      18,983
                                             ========    ========    ========    ========
 Net asset value
    Fiduciary--offering and redemption
      price per share  . . . . . . . . . .   $  14.46    $  13.81    $  16.88    $  14.33
                                             ========    ========    ========    ========
    Class A--redemption price per share  .   $  14.83    $  13.83    $  16.82    $  14.33
                                             ========    ========    ========    ========
    Class B--offering price per share*   .   $  14.64    $  13.80    $  16.51    $  14.05
                                             ========    ========    ========    ========
 Maximum Sales Charge (Class A)  . . . . .       4.50%       4.50%       4.50%       4.50%
                                             ========    ========    ========    ========
 Maximum Offering Price
  (100%/(100%--Maximum Sales Charge) of
  net asset value adjusted to nearest cent
  per share (Class A)  . . . . . . . . . .   $  15.53    $  14.48    $  17.61    $  15.01
                                             ========    ========    ========    ========
 Investments, at cost  . . . . . . . . . .   $625,588    $534,338    $457,863    $250,279
                                             ========    ========    ========    ========
<FN>
___________
    *  Redemption price per share varies based on length of time shares are held.
</TABLE>
See notes to financial statements.
                                                                            45
                                     B-163
<PAGE>   469
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS             FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
                                                            (Amounts in Thousands)
                                                                                  LARGE
                                                        ASSET    INCOME  EQUITY  COMPANY
                                                      ALLOCATION  EQUITY  INDEX   VALUE
                                                         FUND      FUND    FUND    FUND
                                                      ---------- ------- ------  -------
<S>                                                   <C>      <C>     <C>     <C>
INVESTMENT INCOME:
Interest income . . . . . . . . . . . . . . . . . .     $   973  $   249 $   321 $  2,275
Dividend income . . . . . . . . . . . . . . . . . .         251    3,285   2,855    5,905
                                                        -------  ------- ------- --------
TOTAL INCOME  . . . . . . . . . . . . . . . . . . .       1,224    3,534   3,176    8,180
                                                        -------  ------- ------- --------
EXPENSES:
Investment advisory fees  . . . . . . . . . . . . .         165      737     376    1,708
Administration fees . . . . . . . . . . . . . . . .          43      167     210      386
12b-1 fees (Class A)  . . . . . . . . . . . . . . .          12       30      12        8
12b-1 fees (Class B)  . . . . . . . . . . . . . . .          23       30      21        7
Custodian and accounting fees . . . . . . . . . . .          18       12      63       38
Legal and audit fees  . . . . . . . . . . . . . . .           5       17      33       38
Organization costs  . . . . . . . . . . . . . . . .           2        2       8        5
Trustees' fees and expenses . . . . . . . . . . . .                    1       4        5
Transfer agent fees . . . . . . . . . . . . . . . .          34       52      68       45
Registration and filing fees  . . . . . . . . . . .          28       20      50       58
Printing costs  . . . . . . . . . . . . . . . . . .           9       10      23       20
Other . . . . . . . . . . . . . . . . . . . . . . .                    3       6        9
                                                        -------  ------- ------- --------
Total expenses before waivers/reimbursements  . . .         339    1,081     874    2,327
                                                        -------  ------- ------- --------
Less waivers/reimbursements . . . . . . . . . . . .         (66)     (43)   (443)     (34)
                                                        -------  ------- ------- --------
NET EXPENSES  . . . . . . . . . . . . . . . . . . .         273    1,038     431    2,293
                                                        -------  ------- ------- --------
Net Investment Income . . . . . . . . . . . . . . .         951    2,496   2,745    5,887
                                                        -------  ------- ------- --------
REALIZED/UNREALIZED GAINS FROM INVESTMENTS:
Net realized gains from investment transactions . .       1,986    4,204   8,480   23,499
                                                                                        
Change in unrealized appreciation from investments        1,733   21,486  21,867  (12,474)
                                                        -------  ------- ------- --------
Net realized/unrealized gains from investments  . .       3,719   25,690  30,347   11,025
                                                        -------  ------- ------- --------
Change in net assets resulting from operations  . .     $ 4,670  $28,186 $33,092 $ 16,912
                                                        =======  ======= ======= ========
</TABLE>

See notes to financial statements.
46
                                     B-164
<PAGE>   470

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Unaudited)



<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands)                 
                                                      LARGE                           SMALL                      
                                                     COMPANY        DISCIPLINE       COMPANY   INTERNATIONAL      
                                                     GROWTH           VALUE          GROWTH       EQUITY         
                                                      FUND            FUND            FUND         FUND           
                                                    -------        ---------         -------  -------------      
       <S>                                           <C>             <C>             <C>           <C>           
       INVESTMENT INCOME:                                                                                        
       Interest income . . . . . . . . . . . . .     $   753          $   886        $ 1,343       $    81       
       Dividend income . . . . . . . . . . . . . .     7,223            7,333          1,046         1,634       
       Foreign tax withholding . . . . . . . . . .                                                   (297)       
                                                     -------          -------        -------       -------       
       TOTAL INCOME  . . . . . . . . . . . . . . .     7,976            8,219          2,389         1,418       
                                                     -------          -------        -------       -------       
       EXPENSES:                                                                                                 
       Investment advisory fees  . . . . . . . . .     2,484            1,917          1,764           692       
       Administration fees . . . . . . . . . . . .       562              433            398           211       
       12b-1 fees (Class A)  . . . . . . . . . . .        70               26             26            10       
       12b-1 fees (Class B)  . . . . . . . . . . .        74               62             20            19       
       Custodian and accounting fees . . . . . . .        40               33             37           141       
       Legal and audit fees  . . . . . . . . . . .        59               45             26            18       
       Organization costs  . . . . . . . . . . . .                                                       1       
       Trustees' fees and expenses . . . . . . . .         8                5              5             2       
       Transfer agent fees . . . . . . . . . . . .       154               93             52            39       
       Registration and filing fees  . . . . . . .        82               24             25            27       
       Printing costs  . . . . . . . . . . . . . .        29               24             14            12       
       Other . . . . . . . . . . . . . . . . . . .        10                7              5             2       
                                                     -------          -------        -------       -------       
       Total expenses before waivers/reimbursements    3,572            2,669          2,372         1,174       
                                                     -------          -------        -------       -------       
       Less waivers/reimbursements . . . . . . . .      (195)             (33)           (31)          (47)      
                                                     -------          -------        -------       -------       
       NET EXPENSES  . . . . . . . . . . . . . . .     3,377            2,636          2,341         1,127       
                                                     -------          -------        -------       -------       
       Net Investment Income . . . . . . . . . . .     4,599            5,583             48           291       
                                                     -------          -------        -------       -------       
       REALIZED/UNREALIZED GAINS (LOSSES) FROM                                                                   
        INVESTMENTS AND FOREIGN CURRENCY                                                                         
        TRANSACTIONS:                                                                                            
       Net realized gains from investment and                                                                    
        foreign currency transactions  . . . . . .    13,874           17,622         82,907           446       
       Change in unrealized appreciation from                                                                    
        investments and translation of assets and                                                                
        liabilities in foreign currencies  . . . .    48,297           34,022        (37,818)       11,830       
                                                     -------          -------        -------       -------       
       Net realized/unrealized gains from                                                                        
        investments and foreign currency   . . . .    62,171           51,644         45,089        12,276       
                                                     -------          -------        -------       -------       
       Change in net assets resulting from                                                                       
        operations   . . . . . . . . . . . . . . .   $66,770          $57,227        $45,137       $12,567       
                                                     =======          =======        =======       =======       
</TABLE>


See notes to financial statements.


                                     B-165                                   47
<PAGE>   471
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                        (Amounts in Thousands)                           
                                ASSET ALLOCATION FUND      INCOME EQUITY FUND     EQUITY INDEX FUND      
                                ----------------------   ---------------------  --------------------     
                                 SIX MONTHS               SIX MONTHS            SIX MONTHS               
                                    ENDED       YEAR        ENDED       YEAR       ENDED      YEAR       
                                  DECEMBER     ENDED       DECEMBER    ENDED     DECEMBER     ENDED      
                                     31,      JUNE 30,       31,      JUNE 30,      31,     JUNE 30,     
                                    1995        1995        1995        1995       1995       1995       
                                ------------  --------   -----------  --------  ----------- --------     
                                 (UNAUDITED)             (UNAUDITED)            (UNAUDITED)              
       <S>                        <C>         <C>         <C>         <C>         <C>       <C>                              
       FROM INVESTMENT
        ACTIVITIES:
       OPERATIONS:
          Net investment
            income   . . . . . .  $   951     $ 1,589     $  2,496    $  5,632    $  2,745  $  4,825
          Net realized gains
            (losses) from
            investment
            transactions . . . .    1,986        (178)       4,204      11,040       8,480     2,042
          Net change in
            unrealized
            appreciation
            (depreciation)
            from investments . .    1,733       4,764       21,486      20,447      21,867    37,018
                                  -------     -------     --------     -------    --------  --------

       Change in net assets
        resulting from
        operations   . . . . . .    4,670       6,175       28,186      37,119      33,092    43,885
                                  -------     -------     --------     -------    --------  --------

       DISTRIBUTIONS TO
        FIDUCIARY
        SHAREHOLDERS:
          From net
            investment
            income   . . . . . .     (752)     (1,408)      (2,281)     (5,247)     (2,416)   (4,390)
          In excess of net
            investment
            income   . . . . . .                                                                (231)
          From net realized                        
            gains from
            investment
            transactions . . . .     (640)                  (7,457)     (4,994)     (8,186)   (2,449)
          In excess of net
            realized gains
            from investment
            transactions . . . .                 (175)
       DISTRIBUTIONS TO
        CLASS A
        SHAREHOLDERS:
          From net
            investment
            income   . . . . . .     (131)        (97)        (209)       (261)        (65)      (43)
          In excess of net
            investment
            income   . . . . . .                   (2)                     (67)
          From net realized
            gains from
            investment
            transactions . . . .     (143)        (12)        (850)       (329)       (359)      (25)
       DISTRIBUTIONS TO
        CLASS B
        SHAREHOLDERS:
          From net
            investment
            income   . . . . . .      (72)        (69)         (54)        (43)        (27)       (1)
          In excess of net
            investment
            income   . . . . . .                   (2)                      (3)                   (8)
          From net realized
            gains from
            investment
            transactions . . . .      (99)                    (356)        (61)       (256)       (6)
          In excess of net
            realized gains
            from investment
            transactions . . . .                  (12)
       DISTRIBUTIONS TO
        SERVICE
        SHAREHOLDERS:
          From net
            investment
            income   . . . . . .                   (2)                                            (1)
          From net realized
            gains from
            investment
            transactions . . . .                                                                  (1)
                                  -------     -------     --------     -------    --------  --------

       Change in net assets
        from shareholder
        distributions  . . . . .   (1,837)     (1,779)     (11,207)    (11,005)    (11,309)   (7,155)
                                  -------     -------     --------     -------    --------  --------

       CAPITAL TRANSACTIONS:
          Proceeds from
            shares issued  . . .   14,471      19,304       30,661      39,566      63,419    81,505
          Dividends
            reinvested   . . . .    1,565       1,579        5,666       5,343       8,588     5,467
          Cost of shares
            redeemed   . . . . .   (6,145)    (26,161)     (29,687)    (95,398)    (64,378)  (51,442)
                                  -------     -------     --------     -------    --------  --------

       Change in net assets
        from share
        transactions   . . . . .    9,891      (5,278)       6,640     (50,489)      7,629    35,530
                                  -------     -------     --------     -------    --------  --------

       Change in net assets. . .   12,724        (882)      23,619     (24,375)     29,412    72,260
       NET ASSETS:
          Beginning of
            period   . . . . . .   45,422      46,304      188,180     212,555     239,306   167,046
                                  -------     -------     --------     -------    --------  --------

          End of period  . . . .  $58,146     $45,422     $211,799    $188,180    $268,718  $239,306
                                  =======     =======     ========    ========    ========  ========

       SHARE TRANSACTIONS:
          Issued   . . . . . . .    1,302       1,931        1,921       2,823       4,156     6,330
          Reinvested   . . . . .      137         158          353         398         562       445
          Redeemed   . . . . . .     (558)     (2,658)      (1,879)     (6,867)     (4,330)   (4,129)
                                  -------     -------     --------     -------    --------  --------
       Change in shares  . . . .      881        (569)         375      (3,646)        388     2,646
                                  =======     =======     ========      ======    ========  ========


       Undistributed
        (distributions in
        excess of) net
        investment income
        included in net
        assets:
        End of period  . . . . .       $4          $8          $(6)        $41          $6     $(232)
                                  =======     =======     ========    ========    ========   ======= 
</TABLE>


See notes to financial statements.


48                                   B-166   
<PAGE>   472
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands)                      
                                                                    LARGE COMPANY           LARGE COMPANY             
                                                                      VALUE FUND             GROWTH FUND              
                                                                ---------------------   ---------------------         
                                                                SIX MONTHS               SIX MONTHS                   
                                                                  ENDED        YEAR         ENDED       YEAR          
                                                                 DECEMBER     ENDED       DECEMBER      ENDED         
                                                                   31,       JUNE 30,        31,      JUNE 30,        
                                                                  1995         1995         1995        1995          
                                                               -----------   --------   -----------   --------        
                                                               (UNAUDITED)              (UNAUDITED)                   
       <S>                                                       <C>         <C>          <C>         <C>                      
       FROM INVESTMENT ACTIVITIES:                                                                                    
       OPERATIONS:                                                                                                    
          Net investment income  . . . . . . . . . . . .         $  5,887    $  6,408     $  4,599    $  5,791        
          Net realized gains from investment                                                                          
            transactions   . . . . . . . . . . . . . . .           23,499      28,406       13,874       4,792        
          Change in unrealized appreciation                                                                           
            (depreciation) from investments  . . . . . .          (12,474)     20,089       48,297      70,757        
                                                                 --------    --------     --------    --------        
                                                                                                                      
       Change in net assets resulting from                                                                            
        operations   . . . . . . . . . . . . . . . . . .           16,912      54,903       66,770      81,340        
                                                                 --------    --------     --------    --------        
                                                                                                                      
       DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:                                                                       
          From net investment income   . . . . . . . . .           (5,770)     (6,372)      (4,336)     (5,634)       
          In excess of net investment income   . . . . .                                                    (3)       
          From net realized gains from investment                                                                     
            transactions   . . . . . . . . . . . . . . .          (46,275)    (10,281)      (7,625)     (1,852)       
          In excess of net realized gains from                                                                        
            investment transactions  . . . . . . . . . .                                                    (9)       
       DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                                                                         
          From net investment income   . . . . . . . . .              (59)        (39)        (234)       (135)       
          In excess of net investment income   . . . . .                           (2)                      (4)       
          From net realized gains from investment                                                                     
            transactions   . . . . . . . . . . . . . . .             (631)        (85)        (558)        (16)       
       DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                                                                         
          From net investment income   . . . . . . . . .              (12)         (7)         (50)        (17)       
          In excess of net investment income   . . . . .                                                    (1)       
          From net realized gains from investment                                                                     
            transactions   . . . . . . . . . . . . . . .             (183)        (20)        (253)        (13)       
       DISTRIBUTIONS TO SERVICE SHAREHOLDERS:                                                                         
          From net investment income   . . . . . . . . .                                                    (2)       
          From net realized gains from investment                                                                     
            transactions   . . . . . . . . . . . . . . .                                                    (2)       
                                                                 --------    --------     --------    --------        
                                                                                                                      
       Change in net assets from shareholder                                                                          
        distributions  . . . . . . . . . . . . . . . . .          (52,930)    (16,806)     (13,056)     (7,688)       
                                                                 --------    --------     --------    --------        
                                                                                                                      
       CAPITAL TRANSACTIONS:                                                                                          
          Proceeds from shares issued  . . . . . . . . .          163,358     212,431      132,855     286,721        
          Proceeds from shares issued in                                                                              
            connection with acquisition  . . . . . . . .                                    36,983     131,599        
          Dividends reinvested   . . . . . . . . . . . .           29,320      10,331        7,730       4,561        
          Cost of shares redeemed  . . . . . . . . . . .          (33,625)    (61,136)     (58,596)    (81,352)       
                                                                 --------    --------     --------    --------        
                                                                                                                      
       Change in net assets from share transactions  . .          159,053     161,626      118,972     341,529        
                                                                 --------    --------     --------    --------        
                                                                                                                      
       Change in net assets  . . . . . . . . . . . . . .          123,035     199,723      172,686     415,181        
       NET ASSETS:                                                                                                    
          Beginning of period  . . . . . . . . . . . . .          369,717     169,994      565,941     150,760        
                                                                 --------    --------     --------    --------        
                                                                                                                      
          End of period  . . . . . . . . . . . . . . . .         $492,752    $369,717     $738,627    $565,941        
                                                                 ========    ========     ========    ========        
                                                                                                                      
       SHARE TRANSACTIONS:                                                                                            
          Issued   . . . . . . . . . . . . . . . . . . .           12,659      17,984        9,952      23,461        
          Issued in connection with acquisition  . . . .                                     2,673      11,070        
          Reinvested   . . . . . . . . . . . . . . . . .            2,433         924          537         371        
          Redeemed   . . . . . . . . . . . . . . . . . .           (2,630)     (5,160)      (4,148)     (6,247)       
                                                                 --------    --------     --------    --------        
       Change in shares  . . . . . . . . . . . . . . . .           12,462      13,748        9,014      28,655        
                                                                 ========    ========     ========    ========        
                                                                                                                      
       Undistributed (distributions in excess of)                                                                     
        net investment income included in net                                                                         
        assets:                                                                                                       
          End of period  . . . . . . . . . . . . . . . .              $53          $7        $(31)        $(9)        
                                                                 ========    ========     ========    ========        
</TABLE>



See notes to financial statements.

                                    B-167                                    49
<PAGE>   473
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>                   
                                                                (Amounts in Thousands)                             
                                                DISCIPLINED           SMALL COMPANY           INTERNATIONAL        
                                                VALUE FUND             GROWTH FUND             EQUITY FUND         
                                          ---------------------   ---------------------   ---------------------    
                                          SIX MONTHS     YEAR      SIX MONTHS    YEAR      SIX MONTHS    YEAR      
                                             ENDED      ENDED        ENDED      ENDED        ENDED      ENDED      
                                           DECEMBER    JUNE 30,    DECEMBER    JUNE 30,     DECEMBER   JUNE 30,     
                                           31, 1995      1995      31, 1995      1995       31, 1995     1995       
                                         -----------   --------   ----------- ---------   ----------   --------     
                                         (UNAUDITED)              (UNAUDITED)             (UNAUDITED)              
       <S>                                <C>         <C>          <C>         <C>          <C>       <C>          
       FROM INVESTMENT                                                                                             
        ACTIVITIES:                                                                                                
       OPERATIONS:                                                                                                 
          Net investment                                                                                           
            income   . . . . . . . .      $  5,583    $  9,767     $     48    $  1,508     $    291  $  2,326     
          Net realized gains                                                                                       
            from investment                                                                                        
            and foreign                                                                                            
            currency                                                                                               
            transactions   . . . . .        17,622       9,989       82,907      18,881          446     3,373     
          Net change in                                                                                            
            unrealized                                                                                             
            appreciation                                                                                           
            (depreciation)                                                                                         
            from investments                                                                                       
            and translation                                                                                        
            of assets and                                                                                          
            liabilities in                                                                                         
            foreign                                                                                                
            currencies   . . . . . .        34,022      46,373      (37,818)     53,633       11,830     2,455     
                                          --------    --------     --------    --------     --------  --------     
                                                                                                                   
       Change in net assets                                                                                        
        resulting from                                                                                             
        operations   . . . . . . . .        57,227      66,129       45,968      74,022       12,567     8,154     
                                          --------    --------     --------    --------     --------  --------     
                                                                                                                   
       DISTRIBUTIONS TO                                                                                            
        FIDUCIARY                                                                                                  
        SHAREHOLDERS:                                                                                              
          From net                                                                                                 
            investment                                                                                             
            income   . . . . . . . .        (5,433)     (9,376)         (99)     (1,520)      (3,254)   (1,053)    
          From net realized                                                                                        
            gains from                                                                                             
            investment                                                                                             
            transactions   . . . . .       (27,544)     (9,434)     (78,544)    (12,826)      (2,147)     (537)    
       DISTRIBUTIONS TO                                                                                            
        CLASS A                                                                                                    
        SHAREHOLDERS:                                                                                              
          From net                                                                                                 
            investment                                                                                             
            income   . . . . . . . .          (152)       (225)                      (8)         (83)      (18)    
          In excess of net                                                                                         
            investment                                                                                             
            income   . . . . . . . .                        (3)                      (9)                           
          From net realized                                                                                        
            gains from                                                                                             
            investment                                                                                             
            transactions   . . . . .          (920)       (246)      (2,747)       (287)         (55)      (10)    
          In excess of net                                                                                         
            realized gains . . . . .                       (18)                                                    
       DISTRIBUTIONS TO                                                                                            
        CLASS B                                                                                                    
        SHAREHOLDERS:                                                                                              
          From net                                                                                                 
            investment                                                                                             
            income   . . . . . . . .           (78)       (107)                                  (50)      (17)    
          In excess of net                                                                                         
            investment                                                                                             
            income   . . . . . . . .                       (11)                                                    
          From net realized                                                                                        
            gains from                                                                                             
            investment                                                                                             
            transactions   . . . . .          (708)       (194)        (896)        (59)         (33)      (10)    
       DISTRIBUTIONS TO                                                                                            
        SERVICE                                                                                                    
        SHAREHOLDERS:                                                                                              
          From net                                                                                                 
            investment                                                                                             
            income   . . . . . . . .                        (3)                                             (1)    
          From net realized                                                                                        
            gains from                                                                                             
            investment                                                                                             
            transactions   . . . . .                        (3)                      (8)                    (1)    
                                          --------    --------     --------    --------     --------  --------     
       Change in net assets                                                                                        
        from shareholder                                                                                           
        distributions  . . . . . . .       (34,835)    (19,620)     (82,286)    (14,717)      (5,622)   (1,647)    
                                          --------    --------     --------    --------     --------  --------     
                                                                                                                   
       CAPITAL TRANSACTIONS:                                                                                       
          Proceeds from                                                                                            
            shares issued  . . . . .        69,266     129,890      121,471     138,252       59,147   111,465     
          Dividends                                                                                                
            reinvested   . . . . . .        18,960      11,866       46,133       9,304        1,089       845     
          Cost of shares                                                                                           
            redeemed   . . . . . . .       (49,592)   (149,012)     (87,809)   (178,208)     (22,200)  (41,784)    
                                          --------    --------     --------    --------     --------  --------     
                                                                                                                   
       Change in net assets                                                                                        
        from share                                                                                                 
        transactions   . . . . . . .        38,634      (7,256)      79,795     (30,652)      38,036    70,526     
                                          --------    --------     --------    --------     --------  --------     
                                                                                                                   
       Change in net assets  . . . .        61,026      39,253       42,646      28,653       44,981    77,033     
       NET ASSETS:                                                                                                 
          Beginning of                                                                                             
            period   . . . . . . . .       473,312     434,059      427,483     398,830      227,014   149,981     
                                          --------    --------     --------    --------     --------  --------     
          End of period  . . . . . .      $534,338    $473,312     $470,129    $427,483     $271,995  $227,014     
                                          ========    ========     ========    ========     ========  ========     
                                                                                                                   
       SHARE TRANSACTIONS:                                                                                         
          Issued   . . . . . . . . .         5,011      10,433        6,244       8,268        4,160     8,193     
          Reinvested   . . . . . . .         1,382         980        2,792         595           76        63     
          Redeemed   . . . . . . . .        (3,567)    (12,030)      (4,396)    (10,620)      (1,563)   (3,090)    
                                          --------    --------     --------    --------     --------  --------     
       Change in shares  . . . . . .         2,906        (617)       4,661      (1,757)       2,673     5,166     
                                          ========    ========     ========    ========     ========  ========     
                                                                                                                   
       Undistributed                                                                                               
        (distributions in                                                                                          
        excess of) net                                                                                             
        investment income                                                                                          
        included in net                                                                                            
        assets:                                                                                                    
          End of period  . . . . . .          $(39)        $51         $(62)        $(5)       $(453)   $2,060     
                                          ========    ========     ========    ========     ========  ========     
</TABLE>

See notes to financial statements.

50                                   B-168
<PAGE>   474
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1995
(Unaudited)

1. ORGANIZATION: 

   The One Group (the "Trust") is registered under the Investment Company Act
   of 1940, as amended (the "1940 Act"), as an open-end investment company
   established as a Massachusetts business trust. The Trust is registered to
   offer four classes of shares: Fiduciary, Class A, Class B and Service. The
   Trust currently offers twenty-three funds. The accompanying financial
   statements and financial highlights are those of the Asset Allocation Fund,
   the Income Equity Fund, the Equity Index Fund, the Large Company Value Fund,
   the Large Company Growth Fund, the Disciplined Value Fund, the Small Company
   Growth Fund and the International Equity Index Fund (individually a "Fund";
   collectively the "Funds") only. The Funds are each offered in Fiduciary
   Class, Class A and Class B Shares. Class A Shares are subject to initial
   sales charges, imposed at the time of purchase, in accordance with the
   Funds' prospectuses. Certain redemptions of Class B Shares are subject to
   contingent deferred sales charges in accordance with the Funds'
   prospectuses. Each Fund is a diversified mutual fund. On September 1, 1995,
   The One Group Blue Chip Equity Fund ceased operations, and all of its assets
   and liabilities transferred to the Large Company Growth Fund. Effective
   February 7, 1996, the Small Company  Growth Fund was renamed the Growth
   Opportunities Fund.

   The Trust entered into an Agreement and Plan of Reorganization (the
   "Agreement") with The Paragon Portfolio ("Paragon"), a Massachusetts
   business trust. The Agreement contemplates the transfer of all of the assets
   and liabilities of each Paragon Fund in exchange for shares of the
   corresponding One Group Fund. The Trustees of Paragon intend to seek
   approval of the Agreement at a special shareholder meeting to be held
   March 25, 1996.

2. SIGNIFICANT ACCOUNTING POLICIES: 

   The following is a summary of significant accounting policies followed by
   the  Trust in preparation of its financial statements. The policies are in
   conformity with generally accepted accounting principles. 

     SECURITY VALUATION

     Listed securities are valued at the last sales price on the principal 
     exchange where such  securities are traded. Unlisted securities or  listed
     securities for which last sales prices are  not available are valued at
     the mean of the latest bid and asked prices in the principal market where
     such securities are traded. Short-term investments maturing in 60 days or 
     less are valued at amortized cost, which approximates market value.
     Futures contracts are  valued at the settlement price established each day
     by the board of trade or exchange on  which they are traded. Options
     traded on an exchange are valued using the last sale price  or, in the
     absence of a sale, the last offering price. Options traded
     over-the-counter are  valued using dealer-supplied valuations. Investments
     for which there are no such  quotations or valuations are carried at fair
     value as determined in good faith by or at the direction of the Board of
     Trustees. 
     
     FOREIGN CURRENCY TRANSLATION

     Investment valuations, other assets and liabilities initially expressed 
     in foreign currencies,  are converted each business day into U.S.  dollars
     based upon current exchange rates.  Purchases and sales of foreign
     investments and income and expenses are converted into  U.S. dollars based
     upon exchange rates prevailing on the respective dates of such 
     transactions. That portion of unrealized appreciation or depreciation in
     investments due to  fluctuations in foreign currency exchange rates
     is not separately disclosed. 

     FORWARD FOREIGN CURRENCY CONTRACTS

     Forward foreign currency contracts are valued at the daily
     exchange rate of the underlying  currency. Purchases and sales of forward  
     foreign currency contracts having the same settlement date and broker are


Continued
                                                                             51
                                    B-169
<PAGE>   475
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Unaudited)

     presented net on the Statements of Assets and Liabilities.  Gains or
     losses on the purchase or sale of forward foreign currency contracts
     having the  same settlement date and broker are realized on the date of
     offset; otherwise, gains or losses are realized on the settlement date. 

     REPURCHASE AGREEMENTS

     The Funds may invest in repurchase agreements with institutions that the
     Fund's investment adviser has determined are creditworthy. Each repurchase
     agreement is recorded at cost. The Fund requires that the securities
     purchased in a repurchase  transaction be transferred to the custodian in
     a manner sufficient to enable the Fund to  obtain those securities in the
     evnt of a counterparty default. The seller, under the  repurchase
     agreement, is required to maintain the value of the securities held at not
     less than the repurchase price, including accrued interest. 

     WRITTEN OPTIONS

     The Funds may write covered call or put options for which premiums
     received are  recorded as liabilities and are subsequently adjusted to the
     current value of the options written. Premiums received from writing
     options which expire are treated as realized  gains. Premiums received
     from writing options, which are either exercised or closed, are  offset
     against the proceeds received or amount paid on the transaction to 
     determine realized gains or losses. 

     FUTURES CONTRACTS

     The Funds may enter into futures contracts for the delayed delivery of
     securities at a fixed price at some future date or for the change in the
     value of a specified financial index over a predetermined time period.
     Cash or securities are deposited with brokers in order to  maintain a
     position. Subsequent payments made or received by the fund based on the 
     daily change in the market value of the position are recorded as
     unrealized appreciation or depreciation  until the contract is closed
     out, at which time the appreciation or depreciation is realized. 

     INDEXED SECURITIES

     The Funds may invest in indexed securities whose value is linked either
     directly or  inversely to changes in foreign currencies, interest rates,
     commodities, indices or other  referenced instruments. Indexed securities
     may be more volatile than the referenced instrument itself, but any        
     loss is limited to the amount of the original investment. 

     SECURITIES LENDING 

     To generate additional income, the Funds may lend up to 33% of securities
     in which they are invested pursuant to agreements requiring that the loan
     be continuously secured by cash, U.S. Government or U.S. Government Agency
     securities, shares of an investment trust or mutual fund, or any
     combination of cash and such securities as collateral equal at all times
     to at least 100% of the market value plus accrued interest on the
     securities lent.  The Funds continue to earn interest on securities lent
     while simultaneously seeking to earn the interest on the investment of
     collateral. Collateral is marked to market daily to provide a level of
     collateral at least equal to the market value of securities lent. There
     may be risks of delay in recovery of the securities or even loss of rights
     in the collateral should the borrower of the securities fail financially.
     However, loans will be made only to borrowers deemed by the Adviser to be
     of good standing and credit worthy under guidelines established by the
     Board of Trustees and when, in the judgment of the Adviser, the    
     consideration which can 


Continued

52
                                    B-170
<PAGE>   476
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

     be earned currently from such securities loans justifies the attendant
     risk. Loans are subject to termination by the Funds or the borrower at any
     time, and are, therefore, not considered to be illiquid investments. As of
     December 31, 1995, the following Funds had securities with the     
     following market values on loan:

<TABLE>
<CAPTION>
                                                                             MARKET
                                                                            VALUE OF
                                                                             LOANED
                                                                           SECURITIES
                                                                           ----------
     <S>                                                                  <C>
     Asset Allocation Fund . . . . . . . . . . . . . . . . . . . . . . .  $34,646,129
     Income Equity Fund  . . . . . . . . . . . . . . . . . . . . . . . .   47,436,878
     Equity Index Fund . . . . . . . . . . . . . . . . . . . . . . . . .   56,535,354
     Large Company Value Fund  . . . . . . . . . . . . . . . . . . . . .   69,214,483
     Large Company Growth Fund . . . . . . . . . . . . . . . . . . . . .  159,307,415
     Disciplined Value Fund  . . . . . . . . . . . . . . . . . . . . . .  108,069,714
     Small Company Growth Fund . . . . . . . . . . . . . . . . . . . . .  442,809,936
</TABLE>

     The loaned securities were fully collateralized by cash and U.S.
     Government securities as of December 31, 1995.

     SECURITY TRANSACTIONS AND RELATED INCOME

     Security transactions are accounted for on a trade date basis. Net realized
     gains or losses  on sales of securities are determined on the specific
     identification cost method. Interest  income and expenses are recognized on
     the accrual basis. Dividends are recorded on the ex-dividend date.
     Interest income, including any discount or premium, is accrued as 
     earned using the effective interest method.  

     EXPENSES

     Expenses directly attributable to a Fund are charged directly to that Fund,
     while the expenses which are attributable to more than one fund of the
     Trust are allocated among the respective Funds. Each class of shares bears
     its pro-rata portion of expenses attributable to its series, except that
     each class separately bears expenses related specifically to that class,
     such as distribution fees.  

     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

     Dividends from net investment income are declared and paid monthly for all
     Funds, except the International Equity Index Fund, which declares and
     distributes net investment income  annually.  Net realized capital gains,
     if any, are distributed at least annually. Dividends are  declared
     separately for each class. No class has preferential dividend rights;
     differences in  per share dividend rates are generally due to      
     differences in separate class expenses. 

     Distributions from net investment income and from net capital gains are
     determined in  accordance with income tax regulations which may differ from
     generally accepted  accounting principles. These differences are primarily
     due to differing treatments for expiring capital loss carryforwards,
     foreign currency transactions, and deferrals of certain  losses. Permanent
     book and tax basis differences, which affect shareholder distributions, 
     have been reclassified to additional paid-in capital. 

     ORGANIZATION COSTS

     Costs incurred by the Trust in connection with its organization, including
     the fees and expenses of registering and qualifying its shares for
     distribution have been deferred and are being amortized using the
     straight-line method over a period of five years beginning with  the       
     commencement of each Fund's operations. All such 

Continued

                                                                            53
                                     B-171
<PAGE>   477
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Unaudited)

      costs, which are attributable to  more than one fund, have been allocated
      among the funds of the Trust pro-rata, based on  the relative net assets
      of each fund. In the event that any of the initial shares are redeemed 
      during such period by any holder thereof, the related fund will be
      reimbursed by such  holder for any unamortized organization costs in the
      proportion as the number of initial  shares being redeemed bears to the
      number of initial shares outstanding at the time of redemption. 

      FEDERAL INCOME TAXES

      Each Fund intends to continue to qualify as a regulated investment company
      by complying  with the provisions available to certain investment
      companies as defined in applicable  sections of the Internal Revenue Code,
      and to make distributions from net investment income  and from net
      realized capital gains sufficient to relieve it from all, or substantially
      all, federal  income taxes. Withholding taxes on foreign dividends have
      been paid or provided for in  accordance with the applicable country's tax
      rules and rates.  

      RECLASSIFICATIONS

      Certain reclassifications have been made to the prior year financial
      statements and financial  highlights in order to conform to the current
      year presentation. 
  
      ESTIMATES 

      The preparation of financial statements requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported
      amounts of income and expenses for the period. Actual results could
      differ from those estimates.  

3. REORGANIZATION 

   On May 22, 1995, the Board of Trustees approved a Plan of Reorganization 
   pursuant to which the Blue Chip Equity Fund would be merged with and into
   the Large Company Growth Fund on September 1, 1995 (the "exchange date"). On
   the exchange date, the Blue Chip Equity Fund transferred all of its assets
   and liabilities to the Large Company Growth Fund in exchange for shares of
   the Large Company Growth Fund. The reorganization, which qualified as a
   tax-free exchange for federal income tax purposes, was approved by the
   shareholders of the Blue Chip Equity Fund, at a shareholders' meeting on
   August 28, 1995. The following is a summary of shares outstanding, net
   assets, net asset value per share and unrealized appreciation        
   immediately before and after the reorganization:

<TABLE>
<CAPTION>
                                                                   BEFORE              
                                                               REORGANIZATION         AFTER     
                                                             ------------------   REORGANIZATION
                                                                          LARGE   --------------
                                                             BLUE CHIP   COMPANY      LARGE
                                                               EQUITY    GROWTH      COMPANY
                                                                FUND      FUND     GROWTH FUND
                                                               -------   -------   -----------
       <S>                                                      <C>    <C>        <C>
       Shares (000)  . . . . . . . . . . . . . . . . . . .        2,777   44,457        47,130
       Net Assets (000)  . . . . . . . . . . . . . . . . .      $36,983 $614,499      $651,482
       Net Asset Value:
        Fiduciary  . . . . . . . . . . . . . . . . . . . .      $ 13.32 $  13.80      $  13.80
        Class A  . . . . . . . . . . . . . . . . . . . . .      $ 13.30 $  14.17      $  14.17
        Class B  . . . . . . . . . . . . . . . . . . . . .      $ 13.37 $  13.96      $  13.96
       Unrealized Appreciation (000) . . . . . . . . . . .      $ 7,227 $ 86,413      $ 93,640
</TABLE>

Continued

54
                                     B-172
<PAGE>   478
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Uaudited)

4.    SHARES OF BENEFICIAL INTEREST: 

      The Trust is authorized to issue an unlimited number of shares of
      beneficial interest, with no par value which may, without shareholder
      approval, be divided into an unlimited number of series of such shares and
      any series may be classified or reclassified into one or more classes.
      Currently, shares of the Trust are registered to be offered through
      twenty-nine series and four classes: Fiduciary, Class A, Class B and
      Service. The Service Shares commenced offering on January 17, 1994, when
      they were designated as "Retirement" Shares. On April 4, 1995, the name of
      the Retirement Shares was changed to "Service" Shares. During the year
      ended June 30, 1995, Service Shares transferred to Class A Shares. As of
      June 30, 1995 and through December 31, 1995, there were no shareholders in
      the Service Class. Shareholders are entitled to one vote for each full
      share held and will vote in the aggregate and not by class or series,
      except as otherwise expressly required by law or when the Board of
      Trustees has determined that the matter to be voted on affects only the
      interest of shareholders of a particular class or series. The following is
      a summary of transactions in Fund shares for the  periods ended December
      31, 1995 and June 30, 1995:


Continued
                                                                             55
                                    B-173
<PAGE>   479
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                              (Amounts in Thousands)                             
                         ASSET ALLOCATION FUND    INCOME EQUITY FUND     EQUITY INDEX FUND       
                         ----------------------   -------------------   --------------------     
                           SIX MONTHS    YEAR      SIX MONTHS    YEAR     SIX MONTHS   YEAR      
                              ENDED      ENDED       ENDED      ENDED       ENDED      ENDED     
                           DECEMBER 31, JUNE 30,  DECEMBER 31,  JUNE 30,  DECEMBER 31, JUNE 30,  
                              1995       1995        1995      1995        1995         1995     
                           -----------  --------  -----------  -------- -------------- --------  
                          (UNAUDITED)            (UNAUDITED)           (UNAUDITED)               
<S>                      <C>        <C>         <C>        <C>       <C>          <C>
CAPITAL
 TRANSACTIONS:
FIDUCIARY SHARES:
   Proceeds from
     shares issued.....    $  6,258   $ 14,294    $ 13,986   $32,862   $  36,009      $ 71,441        
   Dividends                                                                                          
     reinvested........       1,164      1,386       4,281     4,624       7,919         5,401        
   Shares redeemed.....      (5,591)   (24,526)    (23,040)  (89,484)    (51,222)      (43,482)       
                           --------   --------     -------  --------   ---------      --------              
   Change in net assets                                                                               
     from Fiduciary                                                                                   
     share transactions    $  1,831   $ (8,846)    $(4,773) $(51,998)  $  (7,294)     $ 33,360        
                           ========   ========     =======  ========   =========      ========              
CLASS A SHARES:                                                                                       
   Proceeds from shares                                                                               
     issued............    $  4,705   $  3,680     $11,487   $ 5,144   $  20,614      $  8,926        
   Dividend reinvested.         255        111         991       614         390            49        
   Shares redeemed.....        (376)    (1,101)     (6,252)   (5,677)    (13,044)       (7,817)       
                           --------   --------     -------  --------   ---------      --------              
   Change in net assets                                                                               
     from Class A share                                                                               
     transactions......    $  4,584   $  2,690    $  6,226   $    81   $   7,960      $  1,158        
                           ========   ========     =======  ========   =========      ========              
CLASS B SHARES:                                                                                       
   Proceeds from shares                                                                               
     issued............    $  3,508   $  1,238    $  5,188   $ 1,560   $   6,796      $  1,047        
   Dividends reinvested         146         80         394       105         279            15        
   Shares redeemed.....        (178)      (432)       (395)     (237)       (112)          (27)       
                           --------   --------     -------  --------   ---------      --------              
   Change in net assets                                                                               
     from Class B share                                                                               
     transactions......    $  3,476   $    886    $  5,187   $ 1,428   $   6,963      $  1,035        
                           ========   ========     =======  ========   =========      ========              
SERVICE SHARES:                                                                                       
   Proceeds from shares                                                                               
     issued............               $     92                                        $     91        
   Dividends reinvested                      2                                               2        
   Shares redeemed.....                   (102)                                           (116)       
                                      --------                                        --------        
   Change in net assets                                                                               
     from Service share                                                                               
     transactions......               $     (8)                                       $    (23)       
                                      ========                                        ========        
SHARE TRANSACTIONS:                                                                                   
FIDUCIARY SHARES:                                                                                     
   Issued..............         566      1,433         881     2,362       2,336         5,555        
   Reinvested..........         103        139         274       343         518           440        
   Redeemed............        (508)    (2,496)     (1,469)   (6,450)     (3,461)       (3,519)       
                           --------   --------     -------  --------   ---------      --------              
   Change in                                                                                          
     Fiduciary                                                                                        
     Shares............         161       (924)       (314)   (3,745)       (607)        2,476        
                           ========   ========     =======  ========   =========      ========              
CLASS A SHARES:                                                                                       
   Issued..............         422        364         714       353       1,369           688        
   Reinvested..........          21         11          58        47          25             4        
   Redeemed............         (35)      (108)       (386)     (400)       (860)         (600)       
                           --------   --------     -------  --------   ---------      --------              
   Change in Class A                                                                                  
     Shares............         408        267         386         0         536            92        
                           ========   ========     =======  ========   =========      ========              
CLASS B SHARES:                                                                                       
   Issued..............         314        124         326       108         451            80        
   Reinvested..........          13          8          27         8          19             1        
   Redeemed............         (15)       (44)        (24)      (17)         (9)           (2)       
                           --------   --------     -------  --------   ---------      --------              
   Change in Class B                                                                                  
     Shares............         312         88         323        99         461            79        
                           ========   ========     =======  ========   =========      ========              
SERVICE SHARES:                                                                                       
   Issued..............                     10                                               7        
   Reinvested..........                                                                               
   Redeemed............                    (10)                                             (8)       
                                      --------                                        --------        
   Change in Service                                                                                  
     Shares............                      0                                              (1)       
                                      ========                                        ========        
</TABLE>

Continued
56
                                     B-174
<PAGE>   480
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
<TABLE>
<CAPTION>
           (Amounts in Thousands)
                          LARGE COMPANY VALUE     LARGE COMPANY GROWTH                           
                                FUND                    FUND            DISCIPLINE VALUE FUND    
                          --------------------    --------------------  ----------------------   
                           SIX MONTHS    YEAR      SIX MONTHS    YEAR     SIX MONTHS   YEAR      
                              ENDED      ENDED       ENDED      ENDED       ENDED      ENDED     
                           DECEMBER 31, JUNE 30,  DECEMBER 31, JUNE 30,  DECEMBER 31, JUNE 30,   
                           -----------  --------  -----------  --------  -----------  ---------  
                              1995       1995        1995        1995       1995       1995      
                          (UNAUDITED)            (UNAUDITED)           (UNAUDITED)               
<S>                      <C>          <C>       <C>        <C>       <C>         <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
   Proceeds from shares 
     issued ...........    $ 158,545 $  201,943  $  97,327  $  264,563   $  64,665  $ 117,175  
   Proceeds from shares                                                                        
     issued in                                                                                 
     connection with                                                                           
     acquisition.......                             33,161     119,883                         
   Dividends reinvested       28,440     10,183      6,703       4,370      17,172     11,069  
   Shares redeemed.....      (33,208)   (53,653)   (53,365)    (77,903)    (47,752)  (142,398) 
                           --------- ----------  ---------  ----------   ---------  ---------  
   Change in net assets                                                                        
     from Fiduciary                                                                            
     share transactions    $ 153,777 $  158,473  $  83,826  $  310,913   $  34,085  $ (14,154) 
                           ========= ==========  =========  ==========   =========  =========  
CLASS A SHARES:                                                                                
   Proceeds from shares                                                                        
     issued............    $   3,543 $    9,809  $  20,401  $   15,491   $   3,289  $   6,626  
   Proceeds from shares                                                                        
     issued in                                                                                 
     connection with                                                                           
     acquisition.......                              3,423      11,716                         
   Dividends reinvested          681        121        679         154       1,025        482  
   Shares redeemed.....         (323)    (7,394)    (4,517)     (2,767)     (1,231)    (5,134) 
                           --------- ----------  ---------  ----------   ---------  ---------  
                                                                                               
   Change in net assets                                                                        
     from Class A share                                                                        
     transactions......    $   3,901 $    2,536  $  19,986  $   24,594   $   3,083  $   1,974  
                           ========= ==========  =========  ==========   =========  =========  
CLASS B SHARES:                                                                                
   Proceeds from shares                                                                        
     issued............    $   1,270 $      679  $  15,128  $    6,304   $   1,312  $   5,594  
   Proceeds from shares                                                                        
     issued in                                                                                 
     connection with                                                                           
     acquisition......                                 398                                     
   Dividends reinvested          199         27        348          32         763        309  
   Shares redeemed.....          (94)       (89)      (714)       (247)       (609)      (903) 
                           --------- ----------  ---------  ----------   ---------  ---------  
   Change in net assets                                                                        
   from Class B share                                                                          
   transactions........    $   1,375 $      617  $  15,160  $    6,089   $   1,466  $   5,000  
                           ========= ==========  =========  ==========   =========  =========  
SERVICE SHARES:                                                                                
   Proceeds from shares                                                                        
     issued............                                     $      363              $     495  
   Dividends reinvested                                              5                      6  
   Shares redeemed.....                                           (435)                  (577) 
                                                             ---------              ---------  
   Change in net assets                                                                        
     from Service share                                                                        
     transactions......                                     $      (67)             $     (76) 
                                                             ---------              ---------  
SHARE TRANSACTIONS:                                                                            
FIDUCIARY SHARES:                                                                              
   Issued..............       12,280     17,128      9,908      31,863       4,682      9,425  
   Issued in connection                                                                        
     with acquisition..                                                                        
     Reinvested........        2,363        911        490         357       1,251        913  
     Redeemed..........       (2,591)    (4,551)    (3,802)     (5,992)     (3,434)   (11,504) 
                           --------- ----------  ---------  ----------   ---------  ---------  
     Change in Fiduciary                                                                   
     Shares............       12,052     13,488      6,596      26,228       2,499     (1,166) 
                           ========= ==========  =========  ==========   =========  =========  
CLASS A SHARES:
   Issued..............          276        800      1,697       2,144         235        521      
   Issued in connection                                                                            
     with acquisition..                                                                            
   Reinvested..........           55         11         48          12          75         40      
   Redeemed............          (28)      (601)      (311)       (205)        (89)      (409)     
                           --------- ----------  ---------  ----------   ---------  ---------      
   Change in Class A                                                                               
     Shares............          303        210      1,434       1,951         221        152      
                           ========= ==========  =========  ==========   =========  =========      
CLASS B SHARES:                                                                                    
   Issued .............          103         56      1,077         494          94        447      
   Issued in connection                                                                            
     with acquisition..                                 28                                         
   Reinvested..........           15          2         25           2          56         26      
   Redeemed............          (11)        (8)       (55)        (18)        (44)       (72)     
                           --------- ----------  ---------  ----------   ---------  ---------      
   Change in Class B                                                                               
     Shares............          107         50      1,075         478         106        401      
                           ========= ==========  =========  ==========   =========  =========      
SERVICE SHARES:                                                                                    
   Issued..............                                             30                     40      
   Reinvested..........                                                                     1      
   Redeemed............                                            (32)                   (45)     
                                                             ---------              ---------      
   Change in Service                                                                               
     Shares............                                             (2)                    (4)     
                                                             =========              =========      

</TABLE>

Continued
                                                                            57
                                     B-175
<PAGE>   481
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1995
<TABLE>
<CAPTION>
                          (Amounts in Thousands)
                                           SMALL COMPANY GROWTH   INTERNATIONAL EQUITY
                                               GROWTH FUND              FUND
                                           --------------------   -------------------
                                           SIX MONTHS     YEAR     SIX MONTHS     YEAR
                                              ENDED       ENDED       ENDED      ENDED
                                           DECEMBER 31, JUNE 30,   DECEMBER 31, JUNE 30,
                                              1995        1994        1995        1994
                                             ------       ----        ----        ----
                                           (UNAUDITED)             (UNAUDITED)
<S>                                      <C>         <C>         <C>         <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
   Proceeds from shares issued  . . . . .  $  80,234    $ 120,166    $ 56,266  $ 104,876
   Dividends reinvested   . . . . . . . .     42,544        8,942       1,001        788
   Shares redeemed  . . . . . . . . . . .    (55,313)    (162,832)    (20,944)   (39,348)
                                           ---------    ---------    --------  ---------
   Change in net assets from                          
     Fiduciary share transactions . . . .  $  67,415    $ (33,724)   $ 36,323  $  66,316
                                           =========    =========    ========  =========
CLASS A SHARES:                                       
   Proceeds from shares issued  . . . . .  $  38,549    $  16,237    $  2,286  $   3,817
   Dividends reinvested   . . . . . . . .      2,695          296          54         28
   Shares redeemed  . . . . . . . . . . .    (32,292)     (14,784)       (879)    (1,301)
                                           ---------    ---------    --------  ---------
   Change in net assets from                          
     Class A share transactions . . . . .  $   8,952    $   1,749    $  1,461  $   2,544
                                           =========    =========    ========  =========
CLASS B SHARES:                                       
   Proceeds from shares issued  . . . . .  $   2,688    $   1,368    $    595  $   2,243
   Dividends reinvested   . . . . . . . .        894           58          34         27
   Shares redeemed  . . . . . . . . . . .       (204)         (45)       (377)      (506)
                                           ---------    ---------    --------  ---------
   Change in net assets from                          
     Class B share transactions   . . . .  $   3,378    $   1,381    $    252  $   1,764
                                           =========    =========    ========  =========
SERVICE SHARES:                                       
   Proceeds from shares issued  . . . . .               $     481              $     529
   Dividends reinvested   . . . . . . . .                       8                      2
   Shares redeemed  . . . . . . . . . . .                    (547)                  (629)
                                                        ---------              ---------
   Change in net assets from                          
     Service share transactions . . . . .               $     (58)             $     (98)
                                                        =========              =========
SHARE TRANSACTIONS:                                   
FIDUCIARY SHARES:                                     
   Issued   . . . . . . . . . . . . . . .      4,178        7,209       3,957      7,711
   Reinvested   . . . . . . . . . . . . .      2,573          571          70         59
   Redeemed   . . . . . . . . . . . . . .     (2,798)      (9,719)     (1,474)    (2,910)
                                           ---------    ---------    --------  ---------
   Change in Fiduciary Shares   . . . . .      3,953       (1,939)      2,553      4,860
                                           =========    =========    ========  =========
CLASS A SHARES:                                       
   Issued   . . . . . . . . . . . . . . .      1,928          949         160        277
   Reinvested   . . . . . . . . . . . . .        164           19           4          2
   Redeemed   . . . . . . . . . . . . . .     (1,588)        (867)        (62)       (96)
                                           ---------    ---------    --------  ---------
   Change in Class A Shares   . . . . . .        504          101         102        183
                                           =========    =========    ========  =========
CLASS B SHARES:                                       
   Issued   . . . . . . . . . . . . . . .        138           82          43        165
   Reinvested   . . . . . . . . . . . . .         55            4           2          2
   Redeemed   . . . . . . . . . . . . . .        (10)          (3)        (27)       (38)
                                           ---------    ---------    --------  ---------
   Change in Class B Shares   . . . . . .        183           83          18        129
                                           =========    =========    ========  =========
SERVICE SHARES:                                       
   Issued   . . . . . . . . . . . . . . .                      28                     40
   Reinvested   . . . . . . . . . . . . .                       1
   Redeemed   . . . . . . . . . . . . . .                     (31)                   (46)
                                                        ---------              ---------
   Change in Service Shares   . . . . . .                      (2)                    (6)
                                                        =========              =========
</TABLE>

Continued
58
                                     B-176
<PAGE>   482
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Unaudited)

5.    INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS: 

      The Trust and Banc One Investment Advisors Corporation (the "Adviser") are
      parties to an investment advisory agreement under which the Adviser is
      entitled to a fee, computed daily and paid monthly, at the annual rate of
      0.74% of the average net assets of the Income Equity Fund, the Disciplined
      Value Fund, the Small Company Growth Fund, the Large Company Value Fund,
      and the Large Company Growth Fund; 0.65% of the average daily net assets
      of the Asset Allocation Fund; 0.55% of the average daily net assets of the
      International Equity Index Fund; and 0.30% of the average daily net
      assets of the Equity Index Fund.

      The Trust and The One Group Services Company (the "Administrator"), a
      wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
      administration agreement under which the Administrator provides services
      for a fee that is computed daily and payable monthly at an annual rate of
      0.20% of each fund's average daily net assets on the first $1.5 billion of
      Trust net assets (excluding the Treasury Only Money Market Fund and the
      Government Money Market Fund -- the "Institutional Money Market Funds");
      0.18% on the next $0.5 billion of Trust net assets (excluding the
      Institutional Money Market Funds); and 0.16% on Trust net assets
      (excluding the Institutional Money Market Funds) over $2 billion. The
      Adviser also serves as Sub-Administrator to each Fund of the Trust,
      pursuant to an agreement between the Administrator and the Adviser.
      Pursuant to this agreement, the Adviser performs many of the
      Administrator's duties, for which the Adviser receives a fee paid by the
      Administrator.  Prior to November 30, 1995, The Shareholder Services Group
      d/b/a 440 Financial served as administrator of each Fund under essentially
      the same terms as the current administration agreement.

      The Trust and The One Group Services Company (the "Distributor") are
      parties to a distribution agreement under which shares of the Funds are
      sold on a continuous basis. Class A Shares and Class B Shares are subject
      to a distribution and shareholder services plans (the "Plans") pursuant to
      Rule 12b-1 under the 1940 Act. As provided in the Plans, the Trust will
      pay the Distributor a fee of 0.35% of the average daily net assets of
      Class A Shares of each of the Funds and 1.00% of the average daily net
      assets of the Class B Shares of each of the Funds. Currently, the
      Distributor has voluntarily agreed to limit payments under the Plans to
      0.25% of average daily net assets of the Class A Shares of each Fund. Up
      to 0.25% of the fees payable under the Plans may be used as compensation
      for shareholder services by the Distributor and/or financial institutions
      and intermediaries. Fees paid under the Plan may be applied by the
      Distributor toward (i) compensation for its services in connection with
      distribution assistance or provision of shareholder services; or (ii)
      payments to financial institutions and intermediaries such as banks,
      (including affiliates of the Adviser), brokers, dealers and other
      institutions, including the Distributor's affiliates and subsidiaries as
      compensation for services or reimbursement of expenses incurred in
      connection with distribution assistance or provision of shareholder
      services. Fiduciary Class Shares of each  Fund are offered without
      distribution fees.

      Certain officers of the Trust are affiliated with the Adviser or the
      Administrator. Such officers receive no compensation from the Funds for
      serving in their respective roles.


Continued

                                                                             59
                                    B-177
<PAGE>   483
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1995
(Unaudited)

           The Adviser and the Administrator voluntarily agreed to waive a
           portion of their fees and to reimburse the Funds for certain
           expenses so that total expenses of each Fund would not exceed
           certain annual expense limitations. For the six months ended
           December 31, 1995, fees in the following amounts were waived or
           reimbursed to the Funds (amounts in thousands):

<TABLE>
<CAPTION>
                                               INVESTMENT
                                                ADVISORY                                     
                                                  FEES     ADMINISTRATION     12B-1 FEES     
                                                 WAIVED/     FEES WAIVED/  WAIVED/REIMBURSED 
                                               REIMBURSED     REIMBURSED        CLASS A
                                               ----------     ----------        -------
           <S>                                <C>            <C>               <C>
           Asset Allocation Fund  . . .          $  43          $  20            $   3       
           Income Equity Fund   . . . .             35                               8       
           Equity Index Fund  . . . . .            301            139                3       
           Large Company                                                                     
            Value Fund  . . . . . . . .                            32                2       
           Large Company                                                                     
            Growth Fund . . . . . . . .             44            120               31       
           Disciplined Value                                                                 
            Fund  . . . . . . . . . . .             26                               7       
           Small Company                                                                     
            Growth Fund . . . . . . . .             24                               7       
           International Equity                                                              
            Index Fund  . . . . . . . .             43                               4       
</TABLE>
 
        6. SECURITIES TRANSACTIONS: 

           The cost of security purchases and the proceeds from the sale of
           securities (excluding short-term securities and purchased options)
           during the period ended December 31, 1995 were as follows (amounts
           in thousands):

<TABLE>
<CAPTION>
                                                         U.S. GOVERNMENT
                                                           SECURITIES     OTHER SECURITIES
                                                        ---------------  -----------------
                                                        PURCHASES SALES  PURCHASES   SALES
                                                        --------- -----  ---------   -----
           <S>                                        <C>       <C>      <C>       <C>
           Asset Allocation Fund . . . . . . . . . . .    $3,855  $1,617  $ 11,689 $  8,469
           Income Equity Fund  . . . . . . . . . . . .                       6,531   14,224
           Equity Index Fund . . . . . . . . . . . . .                      24,452   22,333
           Large Company
            Value Fund   . . . . . . . . . . . . . . .                     448,147  323,643
           Large Company
            Growth Fund  . . . . . . . . . . . . . . .                     256,442  128,342
           Disciplined Value Fund  . . . . . . . . . .                     291,621  245,731
           Small Company Value Fund  . . . . . . . . .                     732,159  740,568
           International Equity
            Index Fund . . . . . . . . . . . . . . . .                      44,771    9,231
</TABLE>

        7. Financial Instruments: Investing in financial instruments such as 
           written options, futures and sales of forward foreign currency
           contracts involves risk in excess of the amounts reflected in the
           Statements of Assets and Liabilities. The face or contract amounts
           reflect the extent of the involvement the Funds have in the
           particular class of instrument. Risks associated with these
           instruments include an imperfect correlation between the movements
           in the price of the instruments and the price of the underlying
           securities and interest rates, an illiquid secondary market for the
           instruments or inability of counterparties to perform under the
           terms of the contract, and changes in the value of currency relative
           to the U.S. dollar. The Funds enter into these contracts primarily
           as a means to hedge against adverse fluctuation in securities.


Continued

60
                                     B-178
<PAGE>   484
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

            The following is a summary of written option activity for the
            period ended December 31, 1995 by the Large Company Value
            Fund (amounts in thousands):

<TABLE>
<CAPTION>
                                                                        PRINCIPAL
                                                                         AMOUNTS
                                                                       OF CONTRACTS  PREMIUMS
                                                                       ------------  --------
           <S>                                                        <C>          <C>
           Options outstanding at
             beginning of period . . . . . . . . . . . . . . . . . .        105      $   242
           Options written . . . . . . . . . . . . . . . . . . . . .      2,915        4,332
           Options closed  . . . . . . . . . . . . . . . . . . . . .     (2,566)      (2,914)
           Options exercised . . . . . . . . . . . . . . . . . . . .        (44)        (247)
                                                                         ------      -------
           Options outstanding at end of period  . . . . . . . . . .        410      $ 1,413
                                                                         ======      =======
                                                                        PRINCIPAL
                                                                         AMOUNTS
                                                                       OF CONTRACTS   VALUE
                                                                       ------------  --------
           <S>                                                         <C>          <C>
           Options outstanding at end of period consist of:
            Apple Computer, $35, 1/16/96   . . . . . . . . . . . . .         25      $    20
            Cigna, $105, 1/16/96   . . . . . . . . . . . . . . . . .         30           45
            Chase Manhattan, $60, 1/16/96  . . . . . . . . . . . . .         25           39
            Citicorp, $65, 1/16/96   . . . . . . . . . . . . . . . .         40          130
            Conrail, $70, 1/16/96  . . . . . . . . . . . . . . . . .         50          113
            Exxon, $80, 1/16/96  . . . . . . . . . . . . . . . . . .         50           88
            Exxon, $85, 1/16/96  . . . . . . . . . . . . . . . . . .         20            5
            Federal National Mortgage Assoc., $110, 1/16/96  . . . .         40          595
            Federal National Mortgage Assoc., $105, 1/16/96  . . . .         10          191
            Federal National Mortgage Assoc., $115, 1/16/96  . . . .         20          192
            Toys R Us, $23, 1/16/96  . . . . . . . . . . . . . . . .         50           31
            YPF, $20, 1/16/96  . . . . . . . . . . . . . . . . . . .         50           94
                                                                         ------      -------
              Total  . . . . . . . . . . . . . . . . . . . . . . . .        410      $ 1,543
                                                                         ======      =======
</TABLE>
        9.  CONCENTRATION OF CREDIT RISK:

            The International Equity Index has a relatively large concentration
            of securities invested in companies domiciled in Japan. The Fund
            may be more susceptible to the political, social and economic
            events adversely affecting the Japanese companies than funds not so 
            concentrated.
<PAGE>   485
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                       ASSET ALOOCATION FUND
                                 -------------------------------------------------------------------------------------------------
                                                            FIDUCIARY                                           CLASS A
                                 ---------------------------------------------------------------     -----------------------------
                                  SIX MONTHS                                                          SIX MONTHS       YEAR ENDED
                                    ENDED                      YEAR ENDED JUNE 30,                      ENDED           JUNE 30,
                                 DECEMBER 31,     ----------------------------------------------     DECEMBER 31,     ------------
                                     1995             1995             1994           1993(a)            1995             1995
                                 ------------     ------------     ------------     ------------     ------------     ------------
                                 (UNAUDITED)                                                         (UNAUDITED)
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.............   $  10.73        $     9.64       $    10.06       $    10.00       $  10.74         $     9.65
                                    --------        ----------       ----------       ----------       --------         ----------
Investment Activities
 Net investment income...........       0.21              0.38             0.29             0.07           0.19               0.35
 Net realized and unrealized
   gains (losses) from
   investments...................       0.82              1.12            (0.38)            0.06           0.82               1.13
                                    --------        ----------       ----------       ----------       --------         ----------
Total from Investment Activities        1.03              1.50            (0.09)            0.13           1.01               1.48
                                    --------        ----------       ----------       ----------       --------         ----------
Distributions
 Net investment income...........      (0.21)            (0.37)           (0.29)           (0.07)         (0.20)             (0.34)
 In excess of net investment in-
   come..........................                                                                                            (0.01)
 Net realized gains..............      (0.18)                             (0.04)                          (0.18)             (0.04)
 In excess of net realized
   gains.........................                        (0.04)
                                    --------        ----------       ----------       ---------        --------         ----------
Total Distributions..............      (0.39)            (0.41)           (0.33)           (0.07)         (0.38)             (0.39)
                                    --------        ----------       ----------       ----------       --------         ----------
NET ASSET VALUE, END OF PERIOD...   $  11.73        $    10.73       $     9.64       $    10.06       $  11.37         $    10.74
                                    ========        ==========       ==========       ==========       ========         ==========
Total Return (excludes sales
 charge).........................       9.70%(e)         16.06%           (1.01)%           5.45%(d)       9.47%(e)          15.76%
RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period(000)   $ 41,718        $   37,658       $   42,751       $   30,441        $ 9,664         $    4,745
 Ratio of expenses to average net
   assets........................       1.03%(d)          1.06%            1.06%            0.90%(d)       1.38%(d)           1.31%
 Ratio of net investment income                                                                                               
   to average net assets.........       3.83%(d)          3.72%            2.91%            3.03%(d)       3.83%(d)           3.57%
 Ratio of expenses to average net
   assets*.......................       1.28%(d)          1.31%            1.33%            1.34%(d)       1.73%(d)           1.66%
 Ratio of net investment income
   to average net assets*........       3.57%(d)          3.47%            2.64%            2.59%(d)       3.48%(d)           3.23%
 Portfolio turnover(f)...........      24.78%           115.36%           56.55%            4.05%         24.78%            115.36%

 
<CAPTION>
                                                             ASSET ALLOCATION FUND
                                   --------------------------------------------------------------------------------
                                            CLASS A                                     CLASS B
                                   -----------------------------     ----------------------------------------------
                                                                      SIX MONTHS               YEAR ENDED
                                                                        ENDED                   JUNE 30,
                                                                     DECEMBER 31,            ---------------
                                       1994           1993(b)            1995             1995           1994(c)
                                   ------------     ------------     ------------     ------------     ------------
                                                                      (UNAUDITED)
<S>                              <C>               <C>               <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.............    $    10.06       $    10.00       $  10.76         $     9.67       $    10.37
                                     ----------       ----------       --------         ----------       ----------
Investment Activities
 Net investment income...........          0.27             0.05           0.17               0.27             0.08
 Net realized and unrealized
   gains (losses) from
   investments...................         (0.38)            0.07           0.82               1.14            (0.70)
                                     ----------       ----------       --------         ----------       ----------
Total from Investment Activities          (0.11)            0.12           0.99               1.41            (0.62)
                                     ----------       ----------       --------         ----------       ----------
Distributions
 Net investment income...........         (0.26)           (0.06)         (0.16)             (0.27)           (0.08)
 In excess of net investment in-
   come..........................                                                            (0.01)
 Net realized gains..............         (0.04)                          (0.18)
 In excess of net realized
   gains.........................                                                            (0.04)
                                     ----------       ----------       --------         ----------       ----------
Total Distributions..............         (0.30)           (0.06)         (0.34)             (0.32)           (0.08)
                                     ----------       ----------       --------         ----------       ----------
NET ASSET VALUE, END OF PERIOD...    $     9.65       $    10.06       $  11.41         $    10.76       $     9.67
                                     ==========       ==========       ========         ==========       ==========
Total Return (excludes sales
 charge).........................         (1.19)%           5.23%(d)       9.25%(e)          14.90%           (5.98)%(e)
RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period(000)    $    1,691       $      571       $  6,764             $3,019       $    1,862
 Ratio of expenses to average net
   assets........................          1.33%            1.15%(d)       2.03%(d)           2.07%            2.40%(d)
 Ratio of net investment income
   to average net assets.........          2.68%            2.84%(d)       3.25%(d)           2.77%            1.99%(d)
 Ratio of expenses to average net                                                             
   assets*.......................          1.67%            1.62%(d)       2.28%(d)           2.31%            2.40%(d)
 Ratio of net investment income
   to average net assets*........          2.34%            2.37%(d)       3.00%(d)           2.52%            1.99%(d)
 Portfolio turnover(f)...........         56.55%            4.05%         24.78%            115.36%           56.55%
<FN> 
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) Fiduciary shares commenced offering on April 5, 1993.
(b) Class A shares commenced offering on April 2, 1993.
(c) Class B shares commenced offering on January 14, 1994.
(d) Annualized.
(e) Not Annualized
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.

</TABLE>

62

                                     B-180

<PAGE>   486
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                              INCOME EQUITY FUND
                         ---------------------------------------------------------------------------------------------
                                                          FIDUCIARY                                         CLASS A
                         ----------------------------------------------------------------------------     ------------
                          SIX MONTHS                                                                       SIX MONTHS    
                            ENDED                             YEAR ENDED JUNE 30,                            ENDED       
                         DECEMBER 31,     -----------------------------------------------------------     DECEMBER 31,   
                             1995             1995             1994             1993         1992(a)          1995       
                         ------------     ------------     ------------     ------------     --------     ------------   
                         (UNAUDITED)                                                                      (UNAUDITED)    
<S>                      <C>              <C>              <C>              <C>              <C>          <C>              
NET ASSET VALUE, BE-
 GINNING OF PERIOD.......   $  15.13        $    13.22       $    13.21       $    12.24     $  11.35       $  15.11
                          ----------        ----------       ----------       ----------     --------       --------
Investment Activities
 Net investment income...       0.21              0.40             0.39             0.43         0.49           0.18
 Net realized and
  unrealized gains
  (losses) from in-
  vestments..............       2.08              2.28             0.01             0.97         0.90           2.08
                          ----------        ----------       ----------       ----------     --------       --------
Total from Investment Ac-
 tivities................       2.29              2.68             0.40             1.40         1.39           2.26
                          ----------        ----------       ----------       ----------     --------       --------
Distributions
 Net investment income...      (0.21)            (0.40)           (0.39)           (0.43)       (0.50)         (0.19)
 In excess of net invest-
   ment income...........
 Net realized gains......      (0.70)            (0.37)                                                        (0.70)
                          ----------        ----------       ----------       ----------     --------       --------
Total Distributions......      (0.91)            (0.77)           (0.39)           (0.43)       (0.50)         (0.89)
                          ----------        ----------       ----------       ----------     --------       --------
NET ASSET VALUE, END OF
 PERIOD..................   $  16.51        $    15.13       $    13.22       $    13.21     $  12.24       $  16.48
                          ==========        ==========       ==========       ==========     ========       ========
Total Return (excludes
 sales charge)...........      15.21%(d)         21.04%            3.27%           11.56%       12.36%         15.02%(d)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of pe-
   riod (000)............   $181,271        $  170,919       $  198,787       $  153,144     $125,050       $ 21,419
 Ratio of expenses to av-
   erage net assets......       1.00%(c)          1.01%            0.98%            0.90%        0.70%          1.22%(c)
 Ratio of net investment
   income to average net
   assets................       2.58%(c)          2.85%            3.18%            3.37%        4.12%          2.36%(c)
 Ratio of expenses to av-
   erage net assets*.....       1.04%(c)          1.01%            1.05%            1.07%        1.23%          1.36%(c)
 Ratio of net investment
   income to average net
   assets*...............       2.54%(c)          2.85%            3.11%            3.20%        3.59%          2.22%(c)
Portfolio turnover(e)....       3.37%             4.03%           22.69%            7.53%        5.99%          3.37%
 
<CAPTION>
 
                                                           INCOME EQUITY FUND
                         -------------------------------------------------------------------------------------------------------
                                                CLASS A                                             CLASS B
                         ---------------------------------------------------------     -----------------------------------------
                                                                                       SIX MONTHS              YEAR ENDED
                                           YEAR ENDED JUNE 30,                            ENDED                 JUNE 30,
                          --------------------------------------------------------     DECEMBER 31,     ------------------------
                               1995          1994             1993         1992(a)         1995             1995         1994(b)
                           ------------  ------------     ------------     -------     ------------     ------------     -------
<S>                       <C>             <C>              <C>              <C>         <C>              <C>              <C>
NET ASSET VALUE, BE-                     
 GINNING OF PERIOD.......    $    13.20    $    13.20        $   12.23     $12.34         $15.14           $   13.23     $13.83
                             ----------    ----------        ---------     ------         ------           ---------     ------
Investment Activities                   
 Net investment income...          0.03          0.36             0.40       0.20           0.13                0.26       0.11
                                        
Net realized and                        
 unrealized gains                       
 (losses) from in-                      
 vestments...............          2.29                           0.98      (0.10)          2.08                2.29      (0.60)
                             ----------    ----------        ---------     ------         ------           ---------     ------
 Total from Investment Ac-              
 tivities................          2.32          0.36             1.38       0.10           2.21                2.55      (0.49)
                             ----------    ----------        ---------     ------         ------           ---------     ------
Distributions                           
 Net investment income...         (0.03)        (0.34)           (0.41)     (0.21)         (0.13)              (0.25)     (0.11)
                                        
 In excess of net invest-               
   ment income...........         (0.01)        (0.02)                                                         (0.02)
 Net realized gains......         (0.37)                                                   (0.70)              (0.37)
                             ----------    ----------        ---------     ------         ------           ---------     ------
Total Distributions......         (0.41)        (0.36)           (0.41)     (0.21)         (0.83)              (0.64)     (0.11)
                             ----------    ----------        ---------     ------         ------           ---------     ------
NET ASSET VALUE END OF                  
 PERIOD..................    $    15.11    $    13.20        $   13.20     $12.23         $16.52           $   15.14     $13.23
                             ==========    ==========        =========     ======         ======           =========     ======
Total Return (excludes                  
 sales charge)...........         20.79%         2.95%           11.38%      2.16%(c)      14.65%(d)           19.91%     (3.37)%(d)
RATIOS/                                 
 SUPPLEMENTARY DATA:                    
 Net Assets at end of pe-               
   riod (000)............    $   13,793    $   12,054        $   9,513     $  118         $9,109           $   3,468     $1,714
 Ratio of expenses to av-               
   erage net assets......          1.26%         1.23%            1.11%      1.29%(c)       1.95%(c)            2.01%      1.95%(c)
 Ratio of net investment                
   income to average net                
   assets................          2.61%         3.01%            3.32%      3.97%(c)       1.62%(c)            1.88%      2.70%(c)
 Ratio of expenses to av-               
   erage net assets*.....          1.36%         1.40%            1.43%      1.49%(c)       1.99%(c)            2.02%      1.95%(c)
 Ratio of net investment                
   income to average net                
   assets*...............          2.51%         2.84%            3.00%      3.77%(c)       1.59%(c)            1.87%      2.70%(c)
Portfolio turnover(e)....          4.03%        22.69%            7.53%      5.99%          3.37%               4.03%     22.69%
 
<FN> 
- ---------------
 
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) Class A Shares commenced offering on Feburary 18, 1992.
(b) Class B shares commenced offering on January 14, 1994.
(c) Annualized.
(d) Not Annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
 
See notes to financial statements.

</TABLE>
 
                                                                              63
                                     B-181
<PAGE>   487

<TABLE>
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<CAPTION>
                                                                  EQUITY INDEX FUND
                              ------------------------------------------------------------------------------------------
                                                              FIDUCIARY                                       CLASS A
                              -------------------------------------------------------------------------     ------------
                               SIX MONTHS                                                                    SIX MONTHS    
                                 ENDED                           YEAR ENDED JUNE 30,                           ENDED       
                              DECEMBER 31,     --------------------------------------------------------      DECEMBER 31,   
                                  1995             1995             1994          1993        1992(a)           1995       
                              ------------     ------------      ----------     ---------    ----------     ------------   
                              (UNAUDITED)                                                                   (UNAUDITED)    
<S>                            <C>             <C>              <C>           <C>          <C>            <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.........   $  14.03        $    11.59        $   11.92    $ 10.92       $  10.00         $14.02
                                --------        ----------        ---------    -------       --------         ------
Investment Activities
 Net investment income.......       0.16              0.32             0.29       0.30           0.26           0.14
 Net realized and unrealized
   gains (losses) from
   investments...............       1.82              2.59            (0.20)      1.13           0.95           1.82
                                --------        ----------        ---------    -------       --------         ------
Total from Investment
 Activities..................       1.98              2.91             0.09       1.43           1.21           1.96
                                --------        ----------        ---------    -------       --------         ------
Distributions
 Net investment income.......      (0.15)            (0.29)           (0.29)     (0.30)        (0.26)         (0.13)
 In excess of net investment
   income....................                        (0.02)           (0.04)
 Net realized gains..........      (0.52)            (0.16)           (0.09)     (0.13)        (0.03)          (0.52)
                                --------        ----------        ---------    -------       --------         ------
Total Distributions..........      (0.67)            (0.47)           (0.42)     (0.43)        (0.29)          (0.65)
                                --------        ----------        ---------    -------       --------         ------
NET ASSET VALUE,
 END OF PERIOD...............   $  15.34        $    14.03       $    11.59     $11.92       $  10.92         $15.33
                                ========        ==========        =========    =======       ========         ======
Total Return (excludes sales
 charge......................      14.17%(e)         25.79%            0.63%     13.04%         12.14%(d)      14.04%(e)

RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..............   $248,638        $  234,895       $  165,370    $96,446       $ 62,150        $11,461
 Ratio of expenses to average
   net assets................       0.32%(d)          0.33%            0.46%      0.50%          0.73%(d)       0.55%(d)
 Ratio of net investment
   income to average net
   assets....................       2.23%(d)          2.57%            2.44%      2.46%          2.43%(d)       2.01%(d)
 Ratio of expenses to average
   net assets *..............       0.67%(d)          0.66%            0.59%      0.87%          1.16%(d)       1.00%(d)
 Ratio of net investment
   income to average net
   assets *..................       1.88%(d)          2.24%            2.31%      2.09%          2.00%(d)       1.56%(d)
Portfolio turnover (f).......       9.36%             2.71%           11.81%      2.71%         21.90%          9.36%
 
<CAPTION>
                                                                   EQUITY INDEX FUND
                               -------------------------------------------------------------------------------------------
                                                   CLASS A                                          CLASS B
                               --------------------------------------------------    ---------------------------------------
                                                                                     SIX MONTHS            YEAR ENDED
                                              YEAR ENDED JUNE 30,                       ENDED               JUNE 30,
                               -------------------------------------------------     DECEMBER 31,    ------------------------
                                   1995          1994         1993       1992(b)        1995            1995        1994(c)
                                ---------     ---------    ---------   ---------     -----------     ----------    ----------
                                                                                     (UNAUDITED)    
<S>                             <C>           <C>           <C>         <C>          <C>           <C>           <C>      
NET ASSET VALUE,                                                                                                     
 BEGINNING OF PERIOD.........   $   11.59      $   11.91     $10.92      $10.94        $14.05        $   11.61     $   12.39     
                                ---------      ---------     ------      ------        ------         --------      --------     
Investment Activities                                                                                                            
 Net investment income.......        0.29           0.28       0.30        0.08          0.09             0.18          0.09     
 Net realized and unrealized                                                                                                     
   gains (losses) from                                                                                                           
   investments...............        2.58          (0.20)      1.10                      1.82             2.61         (0.78)    
                                ---------      ---------     ------      ------        ------         --------      --------     
Total from Investment                                                                                                            
 Activities..................        2.87           0.08       1.40        0.08          1.91             2.79         (0.69)    
                                ---------      ---------     ------      ------        ------         --------      --------     
Distributions                                                                                                                    
 Net investment income.......       (0.28)         (0.27)     (0.28)      (0.10)        (0.09)           (0.19)        (0.09)     
 In excess of net investment                                                                                                     
   income....................                      (0.04)                                                                        
 Net realized gains..........       (0.16)         (0.09)     (0.13)                    (0.52)           (0.16)                  
                                ---------      ---------     ------      ------        ------         --------      --------     
Total Distributions..........       (0.44)         (0.40)     (0.41)      (0.10)        (0.61)           (0.35)        (0.09)    
                                ---------      ---------     ------      ------        ------         --------      --------     
NET ASSET VALUE,                                                                                                                 
 END OF PERIOD...............   $   14.02      $   11.59     $11.91      $10.92        $15.35        $   14.05     $   11.61     
                                =========      =========     ======      ======        ======         ========      ========     
Total Return (excludes sales                                                                                                     
 charge......................       25.43%          0.56%     12.75%       1.32%(d)    13.59%            24.58%        (5.57)%(e)

RATIOS/SUPPLEMENTARY DATA:                                                                                                       
 Net Assets at end of                                                                                                            
   period (000)..............   $   3,003      $   1,416     $  512      $    5        $8,619        $   1,408     $     248     
 Ratio of expenses to average                                                                                                    
   net assets................        0.56%          0.62%      0.52%       1.09%(d)      1.38%            1.34%         1.10%(d) 
 Ratio of net investment                                                                                                         
   income to average net                                                                                                         
   assets....................        2.38%          2.37%      2.51%       1.97%(d)      1.19%            1.60%         2.08%(d) 
 Ratio of expenses to average                                                                                                    
   net assets *..............        1.01%          0.94%      0.99%       1.27%(d)      1.73%            1.67%         1.15%(d) 
 Ratio of net investment                                                                                                         
   income to average net                                                                                                         
   assets *..................        1.94%          2.05%      2.04%       1.79%(d)      0.84%            1.27%         2.03%(d) 
Portfolio turnover (f).......        2.71%         11.81%      2.71%      21.90%         9.36%            2.71%        11.81%    
                                                                                                                                 
<FN>                                        
- ---------------
  * During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) The Fund commenced operations on July 2, 1991.
(b) Class A shares commenced offering on February 18, 1992.
(c) Class B shares commenced offering on January 14, 1994.
(d) Annualized.
(e) Not Annualized
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>

See notes to financial statements.

64
                                     B-181
<PAGE>   488
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                           LARGE COMPANY VALUE FUND
                         ---------------------------------------------------------------------------------------------
                                                          FIDUCIARY                                         CLASS A
                         ----------------------------------------------------------------------------     ------------
                          SIX MONTHS                                                                       SIX MONTHS    
                            ENDED                             YEAR ENDED JUNE 30,                            ENDED       
                         DECEMBER 31,     -----------------------------------------------------------     DECEMBER 31,   
                             1995             1995             1994             1993           1992           1995       
                         ------------     ------------     ------------     ------------     --------     ------------   
                         (UNAUDITED)                                                                      (UNAUDITED)    
<S>                      <C>              <C>              <C>              <C>              <C>          <C>             
NET ASSET VALUE,
 BEGINNING OF PERIOD.....   $  12.87        $    11.34       $    11.64       $    11.34     $  10.07       $  12.89
                            --------        ----------       ----------       ----------     --------       --------
Investment Activities
 Net investment income...       0.14              0.31             0.20             0.18         0.21           0.14
 Net realized and
   unrealized gains
   (losses) from
   investments...........       0.35              2.18            (0.01)            0.58         1.34           0.35
                            --------        ----------       ----------       ----------     --------       --------
Total from Investment
 Activities..............       0.49              2.49             0.19             0.76         1.55           0.49
                            --------        ----------       ----------       ----------     --------       --------
Distributions
 Net investment income...      (0.16)            (0.32)           (0.19)           (0.18)       (0.21)         (0.15)
 In excess of net
   investment income.....
 Net realized gains......      (1.24)            (0.64)           (0.30)           (0.28)       (0.07)         (1.24)
                            --------        ----------       ----------       ----------     --------       --------
Total Distributions......      (1.40)            (0.96)           (0.49)           (0.46)       (0.28)         (1.39)
                            --------        ----------       ----------       ----------     --------       --------
NET ASSET VALUE, END OF
 PERIOD..................   $  11.96        $    12.87       $    11.34       $    11.64     $  11.34       $  11.89
                            ========        ==========       ==========       ==========     ========       ========
Total Return (excludes
 sales charge)...........       3.84%(d)         23.42%           (1.59)%           6.73%       15.53%          3.71%(d)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..........   $483,797        $  365,375       $  169,127       $  132,833     $ 62,075       $  6,870
 Ratio of expenses to
   average net assets....       1.00%(c)          1.00%            0.95%            0.86%        0.82%          1.31%(c)
 Ratio of net investment
   income to average net
   assets................       2.58%(c)          2.74%            1.72%            1.62%        1.91%          2.29%(c)
 Ratio of expenses to
   average net assets*...       1.01%(c)          1.01%            1.02%            1.12%        1.34%          1.42%(c)
 Ratio of net investment
   income to average net
   assets*...............       2.57%(c)          2.73%            1.65%            1.36%        1.39%          2.17%(c)
Portfolio turnover(e)....      82.62%           203.13%          111.72%           51.75%       55.90%         82.62%
 
<CAPTION>
                                                                    LARGE COMPANY VALUE FUND
                           -----------------------------------------------------------------------------------------------------
                                                  CLASS A                                               CLASS B
                           --------------------------------------------------------     ----------------------------------------
                                                                                        SIX MONTHS              YEAR ENDED
                                            YEAR ENDED JUNE 30,                            ENDED                 JUNE 30,
                           --------------------------------------------------------     DECEMBER 31,     ------------------------
                               1995           1994             1993         1992(a)         1995             1995         1994(b)
                           ------------   ------------     ------------     -------     ------------     ------------     -------
                                                                                        (UNAUDITED)
<S>                        <C>            <C>             <C>              <C>          <C>              <C>             <C>
NET ASSET VALUE,                                                                                     
 BEGINNING OF PERIOD.....    $    11.34     $    11.64        $   11.33     $11.42         $12.96            $11.41     $ 11.87
                             ----------     ----------        ---------     ------         ------            ------     -------
Investment Activities                                                                                  
 Net investment income...          0.28           0.17             0.16       0.07           0.12              0.17        0.05 
 Net realized and                                                                                      
   unrealized gains                                                                                    
   (losses) from                                                                                       
   investments...........          2.20          (0.01)            0.59      (0.08)          0.35              2.19        (0.46)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total from Investment                                                                                  
 Activities..............          2.48           0.16             0.75      (0.01)          0.47              2.36        (0.41)
                             ----------     ----------        ---------     ------         ------            ------     -------
Distributions                                                                                          
 Net investment income...         (0.27)         (0.16)           (0.16)     (0.08)         (0.10)            (0.17)       (0.05)
 In excess of net                                                                                      
   investment income.....         (0.02)                                                               
 Net realized gains......         (0.64)         (0.30)           (0.28)                    (1.24)            (0.64)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total Distributions......         (0.93)         (0.46)           (0.44)     (0.08)         (1.34)            (0.81)      (0.05)
                             ----------     ----------        ---------     ------         ------            ------     -------
NET ASSET VALUE, END OF                                                                                
 PERIOD..................    $    12.89     $    11.34        $   11.64     $11.33         $12.09         $   12.96      $11.41
                             ==========     ==========        =========     ======         ======            ======     =======
Total Return (excludes                                                                                 
 sales charge)...........         22.64%          1.35%            6.64%     (0.33)%(c)      3.64%(d)         22.28%       3.48%(d)
                                                                                                       
RATIOS/                                                                                                
 SUPPLEMENTARY DATA:                                                                                   
 Net Assets at end of                                                                                  
   period (000)..........    $    3,481     $      698        $     451     $   12         $2,085         $     861     $   182
 Ratio of expenses to                                                                                  
   average net assets....          1.25%          1.20%            1.10%      1.02%(c)       2.09%(c)          2.00%       2.00%(c)
 Ratio of net investment                                                                               
   income to average net                                                                               
   assets................          2.52%          1.57%            1.41%      2.12%(c)       1.53%(c)          1.74%       1.06%(c)
 Ratio of expenses to                                                                                  
   average net assets*...          1.37%          1.37%            1.50%      1.22%(c)       2.11%(c)          2.01%       2.00%(c)
 Ratio of net investment                                                                               
   income to average net                                                                               
   assets*...............          2.41%          1.40%            1.01%      1.92%(c)       1.52%(c)          1.72%       1.06%(c)
Portfolio turnover(e)....        203.13%        111.72%           51.75%     55.90%         82.62%           203.13%     111.72%
<FN> 
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) Class A Shares commenced offering on Feburary 18, 1992.
(b) Class B shares commenced offering on January 14, 1994.
(c) Annualized.
(d) Not Annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
 
See notes to financial statements.

</TABLE>
 
                                                                              65
                                     B-183
<PAGE>   489
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                          LARGE COMPANY GROWTH FUND
                         --------------------------------------------------------------------------------------------
                                                          FIDUCIARY                                        CLASS A    
                         ---------------------------------------------------------------------------     ------------ 
                          SIX MONTHS                                                                      SIX MONTHS 
                            ENDED                            YEAR ENDED JUNE 30,                            ENDED    
                         DECEMBER 31,     ----------------------------------------------------------     DECEMBER 31,
                             1995             1995             1994             1993         1992(a)         1995    
                         ------------     ------------     ------------     ------------     -------     ------------
                         (UNAUDITED)                                                                     (UNAUDITED) 
<S>                      <C>              <C>              <C>              <C>              <C>         <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.....   $  13.47             11.32       $    10.92       $     9.85     $10.00        $  13.83
                            --------          --------         --------          -------    -------        --------
Investment Activities
 Net investment income...       0.09              0.20             0.20             0.23       0.08            0.08
 Net realized and
   unrealized gains
   (losses) from                                                                                             
   investments...........       1.17              3.04             0.67             1.12      (0.16)           1.17
                            --------          --------         --------          -------    -------        --------
Total from Investment
 Activities..............       1.26              3.24             0.87             1.35      (0.08)           1.25
                            --------          --------         --------          -------    -------        --------
Distributions
 Net investment income...      (0.10)            (0.20)           (0.20)           (0.23)     (0.07)          (0.08)
 In excess of net
   investment income.....
 Net realized gains......      (0.17)            (0.89)           (0.27)           (0.05)                     (0.17)
                            --------          --------         --------          -------    -------        --------
Total Distributions......      (0.27)            (1.09)           (0.47)           (0.28)     (0.07)          (0.25)
                            --------          --------         --------          -------    -------        --------
NET ASSET VALUE, END OF
 PERIOD..................   $  14.46        $    13.47       $    11.32       $    10.92     $ 9.85        $  14.83
                            ========          ========         ========          =======    =======        ========
Total Return (excludes
 sales charge)...........       9.36%(d)         21.85%            8.04%           13.92%     (0.80)%          9.06%(d)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..........   $664,954        $  531,595       $  150,035       $   41,317    $25,019        $ 50,511
 Ratio of expenses to
   average net assets....       0.98%(e)          1.00%            0.78%            0.39%      0.30%           1.22%(e)
 Ratio of net investment
   income to average net
   assets................       1.42%(e)          1.72%            1.87%            2.24%      2.37%           1.18%(e)
 Ratio of expenses to
   average net assets*...       1.02%(e)          1.00%            1.13%            1.43%      1.49%           1.35%(e)
 Ratio of net investment
   income to average net
   assets*...............       1.38%(e)          1.72%            1.52%            1.21%      1.12%           1.04%(e)
Portfolio turnover(f)....      20.23%            14.22%            9.04%           10.61%      3.09%          20.23%
 
<CAPTION>
                                                  LARGE COMPANY GROWTH FUND
                         ----------------------------------------------------------------------------------
                                     CLASS A                                  CLASS B
                         -------------------------------     ----------------------------------------------
                                    YEAR ENDED                SIX MONTHS               YEAR ENDED
                                     JUNE 30,                   ENDED                   JUNE 30,
                                 ----------------            DECEMBER 31,     -----------------------------
                               1995           1994(b)            1995             1995           1994(c)
                           ------------     ------------     ------------     ------------     ------------
                                                             (UNAUDITED)   
<S>                      <C>               <C>              <C>              <C>              <C>             
NET ASSET VALUE,
 BEGINNING OF PERIOD.....    $    11.62       $    11.78        $   13.63        $11.47           $   11.57
                                -------           ------          -------        ------              ------
Investment Activities
 Net investment income...          0.17             0.04             0.05          0.09                0.03
 Net realized and
   unrealized gains
   (losses) from
   investments...........          3.10            (0.16)            1.17          3.06               (0.10
                                -------           ------          -------        ------              ------
Total from Investment
 Activities..............          3.27            (0.12)            1.22          3.15               (0.07)
                                -------           ------          -------        ------              ------
Distributions
 Net investment income...         (0.16)           (0.04)           (0.04)        (0.09)              (0.03)
 In excess of net
   investment income.....         (0.01)                                          (0.01)
 Net realized gains......         (0.89)                            (0.17)        (0.89)
                                -------           ------          -------        ------              ------
Total Distributions......         (1.06)           (0.04)           (0.21)        (0.99)              (0.03)
                                -------           ------          -------        ------              ------
NET ASSET VALUE, END OF
 PERIOD..................    $    13.83       $    11.62        $   14.64        $13.63           $   11.47
                                =======           ======          =======        ======              ======
Total Return (excludes
 sales charge)...........         21.52%           (1.02)%(d)        8.98%(d)     20.65%              (0.66)%(d)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..........    $   27,428       $      368        $  23,162        $6,918            $     334
 Ratio of expenses to
   average net assets....          1.26%            1.25%(e)         1.94%(e)      2.01%                1.99%(e)
 Ratio of net investment
   income to average net
   assets................          1.49%            1.78%(e)         0.46%(e)      0.74%                0.96%(e)
 Ratio of expenses to
   average net assets*...          1.36%            1.35%(e)         1.97%(e)      2.01%                1.99%(e)
 Ratio of net investment
   income to average net
   assets*...............          1.39%            1.68%(e)         0.42%(e)      0.74%                0.96%(e)
Portfolio turnover(f)....         14.22%            9.04%           20.28%        14.22%                9.04%
<FN> 
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) The Fund commenced operations on February 28, 1992.
(b) Class A shares commenced offering on January 1, 1994.
(c) Class B shares commenced offering on January 14, 1994.
(d) Not Annualized.
(e) Annualized.
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.

</TABLE>
 
See notes to financial statements.
 
66
                                     B-184
<PAGE>   490
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                            DISCIPLINED VALUE FUND  
                         ---------------------------------------------------------------------------------------------
                                                          FIDUCIARY                                         CLASS A
                         ----------------------------------------------------------------------------     ------------
                          SIX MONTHS                                                                       SIX MONTHS    
                            ENDED                             YEAR ENDED JUNE 30,                            ENDED       
                         DECEMBER 31,     -----------------------------------------------------------     DECEMBER 31,   
                             1995             1995             1994             1993           1992           1995       
                         ------------     ------------     ------------     ------------     --------     ------------   
                         (UNAUDITED)                                                                      (UNAUDITED)    
<S>                      <C>              <C>              <C>              <C>              <C>          <C>             
NET ASSET VALUE,
 BEGINNING OF PERIOD.....   $  13.20        $    11.90       $    12.76       $    11.49     $  10.20       $  13.22
                            --------        ----------       ----------       ----------     --------       --------
Investment Activities
 Net investment income...       0.15              0.28             0.26             0.28         0.34           0.14
 Net realized and
   unrealized gains
   (losses) from
   investments...........       1.39              1.57             0.29             1.27         1.29           1.39
                            --------        ----------       ----------       ----------     --------       --------
Total from Investment
 Activities..............       1.54              1.85             0.55             1.55         1.63           1.53
                            --------        ----------       ----------       ----------     --------       --------
Distributions
 Net investment income...      (0.15)            (0.27)           (0.26)           (0.28)       (0.34)         (0.14)
 In excess of net
   investment income.....
 Net realized gains......      (0.78)            (0.28)           (1.15)                                       (0.78)
 In excess of net        
   realized gains........
                            --------        ----------       ----------       ----------     --------       --------
Total Distributions......      (0.93)            (0.55)           (1.41)           (0.28)       (0.34)         (0.92)
                            --------        ----------       ----------       ----------     --------       --------
NET ASSET VALUE, END OF
 PERIOD..................   $  13.81        $    13.20       $    11.90       $    12.76     $  11.49       $  13.83
                            ========        ==========       ==========       ==========     ========       ========
Total Return (excludes
 sales charge)...........      11.84%(c)         16.03%            4.04%           13.58%       16.24%         11.70%(c)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..........   $503,886        $  448,530       $  418,238       $  211,785     $115,234       $ 17,248
 Ratio of expenses to
   average net assets....       1.00%(d)          1.00%            0.93%            0.89%        0.69%          1.23%(d)
 Ratio of net investment
   income to average net
   assets................       2.21%(d)          2.21%            2.14%            2.30%        3.17%          1.97%(d)
 Ratio of expenses to
   average net assets*...       1.01%(d)          1.10%            0.98%            1.08%        1.23%          1.34%(d)
 Ratio of net investment
   income to average net
   assets*...............       2.20%(d)          2.11%            2.09%            2.11%        2.63%          1.86%(d)
Portfolio turnover(e)....      50.15%           176.66%           56.33%          108.79%       25.32%         50.15%
 
<CAPTION>
                                                                     DISCIPLINED VALUE FUND  
                           -----------------------------------------------------------------------------------------------------
                                                  CLASS A                                               CLASS B
                           --------------------------------------------------------     ----------------------------------------
                                                                                        SIX MONTHS              YEAR ENDED
                                            YEAR ENDED JUNE 30,                            ENDED                 JUNE 30,
                           --------------------------------------------------------     DECEMBER 31,     ------------------------
                               1995           1994             1993         1992(a)         1995             1995         1994(b)
                           ------------   ------------     ------------     -------     ------------     ------------     -------
                                                                                        (UNAUDITED)
<S>                        <C>            <C>             <C>              <C>          <C>              <C>             <C>
NET ASSET VALUE,                                                                                     
 BEGINNING OF PERIOD.....    $    11.91     $    12.75        $   11.49     $11.45         $13.19            $11.90     $ 12.60
                             ----------     ----------        ---------     ------         ------            ------     -------
Investment Activities                                                                                  
 Net investment income...          0.24           0.24             0.25       0.12           0.09              0.15        0.07 
 Net realized and                                                                                      
   unrealized gains                                                                                    
   (losses) from                                                                                       
   investments...........          1.59           0.30             1.26       0.06           1.39              1.58       (0.70)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total from Investment                                                                                  
 Activities..............          1.83           0.54             1.51       0.18           1.48              1.73       (0.63)
                             ----------     ----------        ---------     ------         ------            ------     -------
Distributions                                                                                          
 Net investment income...         (0.24)         (0.23)           (0.25)     (0.14)         (0.09)            (0.15)      (0.06)
 In excess of net                                                                                      
   investment income.....                                                                                     (0.01)      (0.01)
 Net realized gains......         (0.26)         (1.10)                                     (0.78)            (0.28)
 In excess of net        
   realized gains........         (0.02)         (0.05)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total Distributions......         (0.52)         (1.38)           (0.25)     (0.14)         (0.87)            (0.44)      (0.07)
                             ----------     ----------        ---------     ------         ------            ------     -------
NET ASSET VALUE, END OF                                                                                
 PERIOD..................    $    13.22     $    11.91        $   12.75     $11.49         $13.80         $   13.19      $11.90
                             ==========     ==========        =========     ======         ======            ======     =======
Total Return (excludes                                                                                 
 sales charge)...........         15.43%          3.95%           13.27%      1.56%(d)      11.33%(c)         14.92%      (5.00)%(c)
                                                                                                       
RATIOS/                                                                                                
 SUPPLEMENTARY DATA:                                                                                   
 Net Assets at end of                                                                                  
   period (000)..........    $   13,560     $   10,448        $   3,435     $   35         $13,204        $  11,222     $ 5,356
 Ratio of expenses to                                                                                  
   average net assets....          1.26%          1.18%            1.12%      1.29%(d)       2.00%(d)          2.00%       1.96%(d)
 Ratio of net investment                                                                               
   income to average net                                                                               
   assets................          1.99%          2.00%            2.06%      2.43%(d)       1.20%(d)          1.26%       1.80%(d)
 Ratio of expenses to                                                                                  
   average net assets*...          1.36%          1.33%            1.46%      1.49%(d)       2.01%(d)          2.01%       1.96%(d)
 Ratio of net investment                                                                               
   income to average net                                                                               
   assets*...............          1.89%          1.85%            1.72%      2.23%(d)       1.19%(d)          1.25%       1.80%(d)
Portfolio turnover(e)....        176.66%         56.33%          108.79%     25.32%         50.15%           176.66%      56.33%
<FN> 
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) Class A Shares commenced offering on Feburary 18, 1992.
(b) Class B shares commenced offering on January 14, 1994.
(c) Not Annualized.
(d) Annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
 
See notes to financial statements.

</TABLE>
 
                                                                              67
                                     B-185
<PAGE>   491
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                           SMALL COMPANY GROWTH FUND
                         ---------------------------------------------------------------------------------------------
                                                          FIDUCIARY                                         CLASS A
                         ----------------------------------------------------------------------------     ------------
                          SIX MONTHS                                                                       SIX MONTHS    
                            ENDED                             YEAR ENDED JUNE 30,                            ENDED       
                         DECEMBER 31,     -----------------------------------------------------------     DECEMBER 31,   
                             1995             1995             1994             1993           1992           1995       
                         ------------     ------------     ------------     ------------     --------     ------------   
                         (UNAUDITED)                                                                      (UNAUDITED)    
<S>                      <C>              <C>              <C>              <C>              <C>          <C>             
NET ASSET VALUE,
 BEGINNING OF PERIOD.....   $  18.40        $    15.96       $    16.96       $    14.54     $  12.92       $  18.36
                            --------        ----------       ----------       ----------     --------       --------
Investment Activities
 Net investment income
   (loss)................       0.02              0.06             0.07             0.06         0.09           
 Net realized and
   unrealized gains
   (losses) from
   investments...........       1.88              2.98            (0.05)            2.99         1.87           1.88
                            --------        ----------       ----------       ----------     --------       --------
Total from Investment
 Activities..............       1.90              3.04             0.02             3.05         1.96           1.88
                            --------        ----------       ----------       ----------     --------       --------
Distributions
 Net investment income...                        (0.06)           (0.07)           (0.06)       (0.08)               
 In excess of net
   investment income.....
 Net realized gains......      (3.42)            (0.54)           (0.95)           (0.57)       (0.26)         (3.42)
                            --------        ----------       ----------       ----------     --------       --------
Total Distributions......      (3.42)            (0.60)           (1.02)           (0.63)       (0.34)         (3.42)
                            --------        ----------       ----------       ----------     --------       --------
NET ASSET VALUE, END OF
 PERIOD..................   $  16.88        $    18.40       $    15.96       $    16.96     $  14.54       $  16.82
                            ========        ==========       ==========       ==========     ========       ========
Total Return (excludes
 sales charge)...........      10.72%(d)         19.75%           (0.16)%          21.36%       15.15%         10.61%(d)
RATIOS/
 SUPPLEMENTARY DATA:
 Net Assets at end of
   period (000)..........   $261,335        $  413,518       $  389,567       $  232,898     $131,533       $  6,634
 Ratio of expenses to
   average net assets....       0.98%(c)          0.98%            0.98%            0.89%        0.75%          1.21%(c)
 Ratio of net investment
   income (loss) to 
   average net assets....       0.04%(c)          0.38%            0.42%            0.41%        0.51%         (0.20)%(c)
 Ratio of expenses to
   average net assets*...       0.99%(e)          0.98%            1.03%            1.11%        1.23%          1.32%(c)
 Ratio of net investment
   income (loss) average 
   net assets*...........       0.03%(c)          0.38%            0.37%            0.19%        0.03%         (0.31)%(c)
Portfolio turnover(e)....     170.47%           132.63%           70.67%           64.64%       42.77%        170.47%
 
<CAPTION>
                                                                    SMALL COMPANY GROWTH FUND
                           -----------------------------------------------------------------------------------------------------
                                                  CLASS A                                               CLASS B
                           --------------------------------------------------------     ----------------------------------------
                                                                                        SIX MONTHS              YEAR ENDED
                                            YEAR ENDED JUNE 30,                            ENDED                 JUNE 30,
                           --------------------------------------------------------     DECEMBER 31,     ------------------------
                               1995           1994             1993         1992(a)         1995             1995         1994(c)
                           ------------   ------------     ------------     -------     ------------     ------------     -------
                                                                                        (UNAUDITED)
<S>                        <C>            <C>             <C>              <C>          <C>              <C>             <C>
NET ASSET VALUE,                                                                                     
 BEGINNING OF PERIOD.....    $    15.93     $    16.96        $   14.54     $16.53         $18.14            $15.85     $ 17.44
                             ----------     ----------        ---------     ------         ------            ------     -------
Investment Activities                                                                                  
 Net investment 
income (loss)...........           0.02           0.04             0.03       0.01          (0.09)            (0.07)      (0.02) 
 Net realized and                                                                                      
   unrealized gains                                                                                    
   (losses) from                                                                                       
   investments...........          2.98          (0.08)            3.00      (1.99)          1.88              2.90       (1.56)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total from Investment                                                                                  
 Activities..............          3.00          (0.04)            3.03      (1.98)          1.79              2.83       (1.58)
                             ----------     ----------        ---------     ------         ------            ------     -------
Distributions                                                                                          
 Net investment income...         (0.01)         (0.03)           (0.04)     (0.01)                                       (0.01)
 In excess of net                                                                                      
   investment income.....         (0.02)         (0.01)                                                      
 Net realized gains......         (0.54)         (0.95)           (0.57)                    (3.42)            (0.54)
                             ----------     ----------        ---------     ------         ------            ------     -------
Total Distributions......         (0.57)         (0.99)           (0.61)     (0.01)         (3.42)            (0.54)      (0.01)
                             ----------     ----------        ---------     ------         ------            ------     -------
NET ASSET VALUE, END OF                                                                                
 PERIOD..................    $    18.36     $    15.93        $   16.96     $14.54         $16.51         $   18.14      $15.85
                             ==========     ==========        =========     ======         ======            ======     =======
Total Return (excludes                                                                                 
 sales charge)...........         19.50%         (0.52)%          21.70%    (34.00)%(c)     10.23%(d)         18.47%      (9.07)%(d)
                                                                                                       
RATIOS/                                                                                                
 SUPPLEMENTARY DATA:                                                                                   
 Net Assets at end of                                                                                  
   period (000)..........    $   11,178     $    8,097        $   5,757     $   84         $4,026         $   2,787     $ 1,131
 Ratio of expenses to                                                                                  
   average net assets....          1.23%          1.22%            1.11%      1.31%(c)       1.93%(c)          1.98%       2.12%(c)
 Ratio of net investment                                                                               
   income (loss) to 
   average net assets....          0.12%          0.27%            0.25%      0.12%(c)      (0.94)%(c)        (0.63)%     (0.55)%(c)
 Ratio of expenses to                                                                                  
   average net assets*...          1.23%          1.38%            1.48%      1.50%(c)       1.94%(c)          1.98%       2.12%(c)
 Ratio of net investment                                                                               
   income (loss) to 
   average net assets*...          0.02%          0.11%           (0.12)%    (0.07)%(c)     (0.95)%(c)        (0.63)%     (0.55)%(c)
Portfolio turnover(e)....        132.63%         70.67%           64.64%     42.77%         170.47%          132.63%      70.67%
<FN> 
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary fee
    reductions had not occurred, the ratios would have been as indicated.
(a) Class A Shares commenced offering on Feburary 18, 1992.
(b) Class B shares commenced offering on January 14, 1994.
(c) Annualized.
(d) Not Annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
 
See notes to financial statements.

</TABLE>
 
68
                                     B-186
<PAGE>   492
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                INTERNATIONAL EQUITY FUND                                           
                            -------------------------------------------------------------------------------------------
                                         FIDUCIARY                                                 CLASS A                   
                            -------------------------------------------------------------------------------------------      
                                   SIX                                              SIX                                          
                                  MONTHS                                           MONTHS                                        
                                  ENDED                                            ENDED                                         
                                DECEMBER            YEAR ENDED JUNE 30,          DECEMBER                YEAR ENDED JUNE 30,        
                                   31,          --------------------------          31,             ----------------------------    
                                  1995          1995      1994     1993(a)         1995             1995      1994      1993 (b)   
                               --------         ----      ----     -------       ---------          ----      ----      --------   
                              (UNAUDITED)                                       (UNAUDITED)                                    
 <S>                        <C>              <C>       <C>         <C>             <C>             <C>        <C>       <C>        
 NET ASSET
  VALUE,
  BEGINNING OF
    PERIOD  . . . . . .        $  13.93      $  13.46  $  11.80    $ 10.00         $13.92          $13.49     $11.80    $11.74   
                               --------      --------  --------    -------         ------          ------     ------    ------
 Investment Activities                                                                                               
  Net investment income                                                                                              
    (loss)  . . . . . . .          0.01          0.13      0.11       0.06           0.02            0.12       0.09      0.02     
  Net realized and                                                                                                                 
    unrealized gains                                                                                                               
    from investments  . .          0.69          0.46      1.68       1.75           0.69            0.43       1.67      0.04     
                                --------      --------  --------    -------         ------          ------     ------    ------
                                                                                                                  
 Total from Investment                                                                                                        
  Activities  . . . . . .          0.70          0.59      1.79       1.81           0.71            0.55       1.76      0.06     
                                --------      --------  --------    -------         ------          ------     ------    ------
                                                                                                               
 Distributions                                                                                                                     
  Net investment income .         (0.18)        (0.08)    (0.11)     (0.01)         (0.18)          (0.08)     (0.05)              
  Net realized gains. . .         (0.12)        (0.04)    (0.01)                    (0.12)          (0.04)     (0.02)              
  In excess of net                                                                                                                 
   realized gains . . . .                                 (0.01)                                                                   
                                --------      --------  --------    -------         ------          ------     ------    ------
                                                                                                                                  
 Total Distributions  . .         (0.30)        (0.12)    (0.13)     (0.01)         (0.30)          (0.12)     (0.07)              
                                --------      --------  --------    -------         ------          ------     ------    ------

 NET ASSET VALUE,                                                                                                                  
  END OF PERIOD   . . . .      $  14.33        $13.93    $13.46     $11.80         $14.33          $13.92     $13.49    $11.80     
                                =======       =======   =======     ======         ======          ======     ======    ====== 
                                                                                                                                  
 Total Return (excludes                                                                                                            
  sales charge) . . . . .          5.06%(e)      4.20%    15.44%     26.96%(d)       5.11%(e)        3.87%     15.18%     2.87%(d) 
                                                                                                                                   
 RATIOS/SUPPLEMENTARY                                                                                                              
  DATA:                                                                                                                            
  Net Assets at end of                                                                                                             
    period (000)  . . . .      $261,335      $218,299  $145,640    $35,384         $6,634          $5,028     $2,395   $153     
  Ratio of expenses                                                                                                                
    to average                                                                                                                     
    net assets  . . . . .          0.88%(d)      1.04%     1.02%      1.22%(d)       1.04%(d)        1.28%      1.26%     1.47%(d) 
  Ratio of net                                                                                                                     
    investment income                                                                                                              
    (loss) to average                                                                                                              
    net assets  . . . . .          0.25%(d)      1.25%     1.27%      1.37%(d)       0.10%(d)        1.09%      1.15%     2.10%(d) 
  Ratio of expenses                                                                                                                
    to average                                                                                                                     
    net assets *  . . . .          0.92%(d)      1.04%     1.02%      2.34%(d)       1.18%(d)        1.38%      1.36%     2.35%(d) 
  Ratio of net                                                                                                                     
    investment income                                                                                                              
    (loss) to average                                                                                                              
    net assets *  . . . .          0.22%(d)      1.25%     1.27%      0.25%(d)      (0.03)%(d)       0.99%      1.05%     1.22%(d) 
 Portfolio                                                                                                                         
  turnover (f)  . . . . .          3.77%         4.67%     7.74%      3.10%          3.77%           4.67%      7.74%     3.10%    

<CAPTION>                                                                                                                          
                                  INTERNATIONAL EQUITY FUND                                           
                            --------------------------------------
                                           CLASS B            
                            -------------------------------------- 
                                SIX                           
                               MONTHS                         
                                ENDED                          
                              DECEMBER           YEAR ENDED JUNE 30, 
                                 31,            -------------------- 
                                1995             1995       1994(c) 
                              --------          --------   --------- 
                             (UNAUDITED)                
 <S>                        <C>                <C>          <C>               
 NET ASSET
  VALUE,
  BEGINNING OF
    PERIOD  . . . . . .       $13.73           $13.40       13.00
                              ------           ------       -----
                         
 Investment Activities   
  Net investment income  
    (loss)  . . . . . . .      (0.08)            0.03        0.06
  Net realized and       
    unrealized gains     
    from investments  . .       0.69             0.41        0.34
                              ------           ------       -----
                         
 Total from Investment   
  Activities  . . . . . .       0.61             0.44        0.40
                              ------           ------       -----
                         
 Distributions           
  Net investment income .      (0.17)           (0.07)
  Net realized gains. . .      (0.12)           (0.04)      
  In excess of net       
   realized gains . . . .
                              ------           ------       -----
 Total Distributions  . .      (0.29)           (0.11)
                              ------           ------       -----
                         
                         
 NET ASSET VALUE,        
  END OF PERIOD   . . . .     $14.05           $13.73      $13.40
                             =======           ======      ======
                         
 Total Return (excludes  
  sales charge) . . . . .       4.47%(e)         3.17%       3.23%(e)
                         
 RATIOS/SUPPLEMENTARY    
  DATA:                  
  Net Assets at end of   
    period (000)  . . . .     $4,026           $3,687      $1,872
  Ratio of expenses      
    to average           
    net assets  . . . . .       2.04%(d)         2.04%       2.00%(d)
  Ratio of net           
    investment income    
    (loss) to average    
    net assets  . . . . .      (0.89)%(d)        0.25%       1.37%(d)
  Ratio of expenses      
    to average           
    net assets *  . . . .       2.08%(d)         2.04%       2.00%(d)
  Ratio of net           
    investment income    
    (loss) to average    
    net assets *  . . . .      (0.93)%(d)        0.25%       1.37%(d)
 Portfolio               
  turnover (f)  . . . . .       3.77%            4.67%       7.74%
<FN>
___________

      *   During the period certain fees were voluntarily reduced. If such
          voluntary fee reductions had not occurred, the ratios would have
          been as indicated.
      (a) The Fund commenced operations on October 28, 1992.
      (b) Class A shares commenced offering on April 23, 1993.
      (c) Class B shares commenced offering on January 14, 1994.
      (d) Annualized.
      (e) Not Annualized.
      (f) Portfolio turnover is calculated on the basis of the Fund as a
            whole without distinguishing among classes of shares issued.

</TABLE>
See notes to financial statements.


                                     B-187                                   69
<PAGE>   493
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government ARM Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)
<TABLE>
<CAPTION>
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
U.S. GOVERNMENT SECURITIES (96.0%):
<S> <C>     <C>                                                   <C>    
Federal Home Loan Mortgage Corp.                                         
    3,258   7.53%, 5/1/18, Pool # 840160*                        $ 3,370 
Federal National Mortgage Assoc.                                         
    1,305   7.47%, 12/1/18, Pool # 70169*                          1,332 
      406   8.62%, 5/25/20, Series 1991-140 CIC*                     407 
    8,343   7.69%, 7/1/20, Pool # 133558*                          8,510 
    4,415   6.88%, 12/25/20, Series 1990-145 CIA*                  4,422 
    2,360   7.55%, 4/1/21, Pool # 70983*                           2,411 
    1,053   7.84%, 9/1/21, Pool # 124289*                          1,084 
    1,777   8.00%, 11/1/21, Pool # 124510*                         1,831 
    2,019   7.80%, 11/1/23, Pool # 241828*                         2,059 
    6,211   7.60%, 7/1/27, Pool # 70179*                           6,343 
    6,928   7.95%, 1/1/31, Pool # 124945*                          7,149 
Government National Mortgage Assoc.                                      
    1,000   5.50%, 1/20/26                                         1,002 
      500   6.00%, 1/20/26                                           505 
                                                                 -------
   Total U.S. Government Agencies                                 40,425 
                                                                 -------
Repurchase Agreement (7.2%):                                             
     3,039 Lehman Brothers 5.96%, 1/2/96                            
            (collateralized by 3,115 Federal National              
            Mortgage Assoc., 0.00%, 1/22/96,                       
            market value--$3,103                                   3,039 
                                                                 -------
   Total Repurchase Agreement                                      3,039 
                                                                 -------
   Total (Cost-$43,920)(a)                                       $43,464 
                                                                 =======
- -----------
<FN>
Percentages indicated are based on net assets of $42,097.

(a)  Represents cost for federal income tax purposes and differs from value by
     net unrealized depreciation of securities as follows:

</TABLE>

<TABLE>
<S>                                                                    <C>
Unrealized appreciation.............................................. $   8
Unrealized depreciation..............................................  (464)
                                                                      -----
Net unrealized depreciation.......................................... $(456)
                                                                      =====

<FN>
*Variable rate securities having liquidity sources through bank letters of
credit and/or liquidity arrangements. The interest rate, which will change
periodically, is based upon bank prime rates or an index of market interest
rates. The rate reflected on the Schedule of Portfolio Investments is the
effective rate at December 31, 1995.
</TABLE>


See notes to financial statemetns.

4

                                     B-188

<PAGE>   494

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
Limited Volatility Bond Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
ASSET BACKED SECURITIES (13.0%):
<S> <C>     <C>                                                   <C>    
     4,113 CIT Group Securitization Corp., 
             Class A1, 7.70%, 8/15/20.......................... $  4,249
     7,000 Ford Motor Credit Auto Loan, Master 
             Trust, Series 1995-1 Cl A, 6.50%, 
             8/15/02...........................................    7,200
     3,723 Green Tree Home Improvement Loan 
             Trust, Series 1995-C Cl A, 6.20%, 
             7/15/20...........................................    3,728
     1,353 Merrill Lynch Corp., Series 1992-1, 
             5.50%, 5/15/98....................................    1,348
       558 Premier Auto Trust, Series 1992-3, 
             5.90%, 11/15/97...................................      558
       267 Shawmut National Bank, Grantor Trust, 
             Series 1992-A, 5.55%, 11/15/97....................      266
    10,000 Standard Credit Card Master Trust, 
             Series 1991-1, 8.50%, 8/7/97......................   10,116
    10,000 Standard Credit Card Master Trust, 
             Series 1995-2, 8.63%, 1/7/02......................   10,547
     4,034 UCFC Home Equity Loan, 7.55%, 
             8/10/04...........................................    4,063
     7,000 UCFC Home Equity Loan, 8.38%, 
             3/10/07...........................................    7,279
       477 Union Federal Savings Bank, Grantor 
             Trust, Series 1992-A, 6.70%, 11/15/97.............      476
     2,659 Union Fedaral Savings Bank, Grantor 
             Trust, Series 1993-A, 4.53%, 5/15/99..............    2,617
     4,246 Union Federal Savings Bank, Grantor 
             Trust, Series 1993-C, 4.88%, 2/15/00..............    4,231
                                                                 -------
  Total Asset Backed Securities                                   56,678
                                                                 -------

Corporate Bonds (16.6%):
Automotive (1.3%):
     5,000 General Motors Corp., 9.63%, 12/1/00................    5,763
                                                                 -------
Entertainment (0.5%):
     2,000 Columbia Pictures Entertainment, Inc., 
             9.88%, 2/1/98.....................................    2,140
                                                                 -------
Financial Services (6.6%):
     7,000 Ford Motor Credit Co., 8.38%, 1/15/00...............    7,586
    10,000 International Lease Finance, 5.54%, 
             5/5/97............................................   10,000
     5,000 National Premier Funding, 7.00%, 
             6/1/99............................................    5,109
     6,000 Paccar Financial, 6.45%, 3/25/96....................    6,009
                                                                 -------
                                                                  28,704
                                                                 -------

Pharmaceutical (1.2%):
     5,000 American Home Products, 7.70%, 
             2/15/00...........................................    5,338
                                                                 -------
Retail Stores (1.5%):
     1,000 Dayton Hudson Corp., 6.06%, 12/15/96................    1,005
     3,000 The Limited, Inc., 9.13%, 2/1/01....................    3,368
     2,000 The Limited, Inc., 7.80%, 5/15/02...................    2,153
                                                                 -------
                                                                   6,526
                                                                 -------
Securities Brokers & Dealers (4.8%):
     4,500 Lehman Brothers Holdings, 8.88%, 
             11/1/98...........................................    4,821
     3,000 Lehman Brothers, Inc., 7.00%, 5/15/97...............    3,045
     3,000 Lehman Brothers, Inc., 10.00%, 5/15/99..............    3,334
     4,000 Lehman Brothers, Inc., 9.88%, 10/15/00..............    4,575
     5,000 Smith Barney Holdings, 6.00%, 3/15/97...............    5,025
                                                                 -------
                                                                  20,800
                                                                 -------
Utilities-Electric (0.7%):
     3,000 Potomac Electric Power, 9.00%, 4/15/00..............    3,300
                                                                 -------
  Total Corporate Bonds                                           72,571
                                                                 -------
                                                                  
U.S. Government & Agencies Obligations 
(32.1%):
Federal Home Loan Bank:
    10,000 7.78%, 10/19/01.....................................   11,022
Federal Home Loan Mortgage Corp.:
       573 9.00%, 12/1/05, Pool# G00005........................      602
       565 9.00%, 1/1/06, Pool# G00012.........................      591
     1,045 8.00%, 10/1/06, Pool# G00052........................    1,080
     3,116 7.00%, 3/1/07, Pool# G34594.........................    3,174
     3,904 7.50%, 4/1/07, Pool# G00084.........................    4,013
     2,790 7.00%, 4/1/07, Pool# G00087.........................    2,841
     4,673 7.50%, 11/1/07, Pool# E00165........................    4,811
     8,000 8.50%, 2/1/08, Pool# Gold 10133.....................    8,315
     4,275 8.00%, 1/1/10, Pool# G00355.........................    4,428
    11,508 8.00%, 2/1/10, Pool# G1028..........................   11,920
    10,000 5.25%, 9/15/15, Series 1638.........................    9,874
    10,000 8.25%, 12/15/16, Series 1770........................   10,485
     9,359 7.25%, 4/15/18, Series 1254 - CMO...................    9,392
Federal National Mortgage Assoc.:
     3,000 8.20%, 3/10/98......................................    3,171
       333 9.00%, 9/1/05, Pool# 50340..........................      350
       363 9.00%, 11/1/05, Pool# 50361.........................      380
       305 8.50%, 4/1/06, Pool# 116875.........................      318
     5,842 7.00%, 6/1/10, Pool# 315928.........................    5,952
     7,826 6.50%, 9/1/10, Pool# 325479.........................    7,870
     2,055 6.50%, 10/1/10, Pool# 250377........................    2,066
     9,940 7.00%, 10/1/10, Pool# E61709........................   10,133
     1,369 6.00%, 9/25/18, Series 1989-94......................    1,364
Government National Mortgage Assoc.:
         5 8.00%, 2/15/02, Pool# 192917........................        5
        40 8.00%, 3/15/02, Pool# 209172........................       42
        12 9.00%, 6/15/02, Pool# 229311........................       12
       101 9.00%, 10/15/02, Pool# 229569.......................      107
        27 8.00%, 6/15/05, Pool# 28827.........................       28
        14 9.00%, 9/15/05......................................       15
</TABLE>

Contined

                                                                               5

                                     B-189
<PAGE>   495
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
U.S. GOVERNMENT & AGENCIES OBLIGATIONS, CONTINUED:
<S> <C>     <C>                                                   <C>    
Government National Mortgage Assoc.:, continued: 
       107  9.00%, 10/15/05, Pool# 292589......................  $   113
        25  8.00%, 5/15/06, Pool# 303851.......................       26
         9  8.00%, 7/15/06, Pool# 307231.......................        9
        57  8.00%, 8/15/06, Pool# 311166.......................       60
        56  8.00%, 9/15/06, Pool# 311301.......................       58
       404  8.00%, 10/15/06, Pool# 316915......................      420
        59  8.00%, 11/15/06, Pool# 311131......................       61
       420  8.00%, 11/15/06, Pool# 313528......................      438
       168  8.00%, 11/15/06, Pool# 315078......................      175
       187  8.00%, 11/15/06, Pool# 316671......................      195
       338  8.00%, 12/15/06, Pool# 311384......................      352
       303  8.50%, 1/15/07, Pool# 317663.......................      316
       594  8.00%, 2/15/07, Pool# 316086.......................      619
       104  8.00%, 3/15/07, Pool# 178684.......................      108
       247  8.00%, 3/15/07, Pool# 318825.......................      257
       214  8.00%, 4/15/07, Pool# 316441.......................      223
       649  8.00%, 11/15/19, Pool# 312210 .....................      676
     4,993  6.00%, 11/20/25, Pool# 8717*.......................    5,046
     9,986  6.00%, 11/20/25, Pool# 8746*.......................   10,070
     5,000  6.00%, 1/20/26.....................................    5,053
Overseas Private Investment Corp.:
     1,441  5.55%, 1/13/97.....................................    1,441
                                                                 -------
  Total U.S. Government Agency                                   140,077
                                                                 -------
                                                                        
U.S. TREASURY NOTES (32.8%):
    10,000  6.25%, 8/31/96 (b).................................   10,059
    15,000  6.88%, 10/31/96 (b)................................   15,191
    10,000  6.50%, 11/30/96 (b)................................   10,115
    20,000  6.50%, 5/15/97 (b).................................   20,340
     6,000  6.75%, 5/31/97 (b).................................    6,123
    10,000  8.25%, 7/15/98 (b).................................   10,708
     7,000  7.13%, 10/15/98 (b)................................    7,337
    15,000  6.38%, 1/15/99 (b).................................   15,463
    10,000  6.38%, 7/15/99 (b).................................   10,339
    10,000  7.75%, 11/30/99 (b)................................   10,836
     1,000  8.88%, 5/15/00 (b).................................    1,135
     3,000  8.50%, 11/15/00 (b)................................    3,395
    10,000  7.50%, 11/15/01 (b)................................   11,021
    10,000  7.50%, 5/15/02 (b).................................   11,089
                                                                 -------
  Total U.S. Treasury Notes                                      143,151
                                                                 -------

U.S. TREASURY STRIPS (0.6%):
     3,500  2/15/99............................................    2,974
                                                                 -------
  Total U.S. Treasury Strips                                       2,974
                                                                 -------
INVESTMENT COMPANIES (0.6%):
     2,511  Aquila Churchill Cash Reserves Money 
             Market............................................    2,511
                                                                 -------
  Total Investment Companies                                       2,511
                                                                 -------
  Total Investments, at value                                    417,962
                                                                 -------
Repurchase Agreement (4.6%):
    20,083  Lehman Brothers 5.96%, 1/2/96 
              (collateralized by 20,625 various U.S. 
              Government Agency securities, 0.00%, 
              1/22/96-5/30/96, market value-
              $20,449).........................................   20,083
                                                                 -------
  Total Repurchase Agreement                                      20,083
                                                                 -------
  Total (Cost-$426,608)(a)                                      $438,045
                                                                 =======
<FN>
- -----------

Percentages indicated are based on net assets of $436,605.

(a)  Represents cost for federal income tax purposes and differs from value by 
     net unrealized appreciation of securities as follows:

</TABLE>

<TABLE>
<CAPTION>
     <S>                                                         <C>
     Unrealized appreciation...............................      $11,578
     Unrealized depreciation...............................         (141)
                                                                 -------

     Net unrealized appreciation...........................      $11,437
                                                                 =======
<FN>
(b)   A portion of this security was loaned as of December 31, 1995. 
    * Variable rate securities having liquidity sources through bank letters of
      credit and/or liquidity arrangements. The interest rate, which will 
      change periodically, is based upon bank prime rates or an index of 
      market interest rates. The rate reflected on the Schedule of Portfolio 
      Investments is the effective rate at December 31, 1995.
        
</TABLE>

Continued

6

                                     B-190
<PAGE>   496
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                            DECEMBER 31, 1995
(Amounts in Thousands)(Unaudited)
<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
ASSET BACKED SECURITIES (9.1%):
<S> <C>     <C>                                                   <C>    
    2,435   Advanta Mortgage Loan Trust, Series                         
               1994-4, Class A1, 8.55%, 11/25/12............... $  2,520
    4,157   Aircraft Lease Portfolio Securitization,                    
               Series 1994-1, Class A2, 7.15%, 
               9/15/04, CMO....................................    4,219
       14   Collateralized Mortgage Obligation 
               Trust, Series 47, Class A, 9.00%, 
               7/1/14..........................................       14
    5,000   Ford Motor Credit Auto Loan, Master 
               Trust, Series 1995-1, Class A, 6.50%, 
               8/15/02.........................................    5,143
    2,234   Green Tree Home Improvement Loan 
               Trust, Series 1995-C, Class A, 6.20%, 
               7/15/20.........................................    2,237
    2,828   Independent National Mortgage Corp., 
               Series 1995-S, Class A1, 7.10%, 
               1/15/26.........................................    2,847
      411   Morgan Stanley Mortgage Trust, 
               Series Y, Class 3, 8.95%, 3/1/16................      420
    3,000   UCFC, Home Equity Loan, Series 
               1994-A, Class A2, 5.53%, 5/10/09................    2,971
      735   Union Federal Savings Bank Trust, Series 
               1992-B, Class A, 4.90%, 4/15/98.................      729
                                                                 -------
   Total Asset Backed Securtities                                 21,100
                                                                 -------

CORPORATE BONDS (20.7%):
Automotive (0.9%):
    2,000   General Motors Corp., 7.63%, 2/15/97...............    2,043
                                                                 -------
Banking (1.4%):
    3,000   Fleet/Norstar Group, 8.13%, 7/1/04.................    3,341
                                                                 -------
Finance (2.6%):
    3,000   International Lease Finance, 5.75%, 12/15/99.......    2,993
    3,000   Metropolitan Life Surplus, 6.30%, 11/1/03..........    2,963
                                                                 -------

                                                                   5,956
                                                                 -------
Foreign Banking (2.2%):
    5,000   Swedbank, 7.72%, 10/29/49*.........................    5,106
                                                                 -------
Health Care (0.9%):
    2,000   Meditrust, 7.60%, 7/15/01..........................    2,068
                                                                 -------
Industrial (0.7%):
    1,430   Dupont, 8.50%, 2/15/03.............................    1,589
                                                                 -------
Insurance (1.9%):
    4,000   Liberty Mutual Insurance, 8.20%, 5/4/07............    4,445
                                                                 -------
Multiple Industry (2.2%):
    5,000   Hanson Overseas BV, 6.75%, 9/15/05.................    5,175
                                                                 -------
Retail (2.3%):
    2,000   Dayton Hudson Corp., 7.50%, 3/1/99.................    2,088
    2,967   The Limited, Inc., 9.13%, 2/1/01...................    3,330
                                                                 -------
                                                                   5,418
                                                                 -------
Securitites Brokers & Dealers (5.6%):
    4,000   Goldman Sachs, 6.38%, 6/15/00......................    4,035
    2,000   Lehman Brothers Holdings, 7.63%, 7/15/99...........    2,075
    3,000   Lehman Brothers Holdings, 9.88%, 10/15/00..........    3,431
    3,000   Lehman Brothers Holdings, 8.88%, 3/1/02............    3,341
                                                                 -------
                                                                  12,882
                                                                 -------
   Total Corporate Bonds                                          48,023
                                                                 -------
U.S. GOVERNMENT AGENCIES (37.3%):
Federal Home Loan Mortgage Corp.:
    1,000   7.00%, 6/15/06, Series 1457, CMO ..................    1,019
    1,350   7.50%, 8/1/08, Pool# G10117, Gold..................    1,388
    3,385   8.50%, 1/1/10, Pool# E00356, Gold..................    3,524
      295   7.00%, 8/1/10, Pool# E20187, Gold..................      301
    4,644   7.00%, 9/1/10, Pool# E00393, Gold..................    4,734
    1,872   7.25%, 4/15/18, Series 1254, CMO...................    1,878
    3,000   6.00%, 4/15/20, Series 1534........................    2,983
      908   8.00%, 7/1/20, Pool# A01047........................      940
    3,000   6.50%, 10/15/21, Series 1590, CMO..................    3,010
    2,000   6.50%, 1/15/22, Series 1573, CMO...................    2,007
    3,782   8.00%, 11/1/24, Pool# C00376, Gold.................    3,921
    4,000   8.00%, 2/15/25, Series 1770, Gold..................    4,215
    4,380   8.50%, 5/1/25, Pool# C00399, Gold..................    4,572
    4,938   7.50%, 8/1/25, Pool# C00414, Gold..................    5,065
Federal National Mortgage Assoc.:
      500   8.00%, 9/25/04, CMO................................      531
    1,000   6.75%, 12/25/04, CMO...............................    1,015
    3,815   7.00%, 6/1/10, Pool# 312903........................    3,886
    3,773   7.76%, 10/25/23, Series 1994-6, 
                Class F *......................................    3,216
    2,740   8.00%, 5/1/24, Pool# 250066........................    2,839
    2,690   8.50%, 7/1/24, Pool# 250103........................    2,807
    3,308   7.50%, 10/1/24, Pool# 303031.......................    3,390
      440   7.50%, 5/1/25, Pool# 293928........................      451
    1,773   8.50%, 5/1/25, Pool# 308499........................    1,849
    1,028   7.50%, 5/1/25, Pool# 311810........................    1,054
    2,596   8.50%, 6/1/25, Pool# 315277........................    2,708
    3,981   7.00%, 7/1/25, Pool# 290387........................    4,015
    2,994   7.00%, 10/1/25, Pool# 300778.......................    3,020
Government National Mortgage Assoc.:
        3   10.50%, 4/15/98, Pool# 066627......................        3
       20   10.50%, 7/15/98....................................       21
        3   10.50%, 9/15/98....................................        4
       14   11.00%, 6/15/99, Pool# 110948......................       15
       12   11.00%, 3/15/00, Pool# 123750......................       13
        9   10.00%, 12/15/00...................................        9
       79   10.00%, 1/15/01, Pool# 145167......................       83
       79   10.00%, 1/15/01, Pool# 145328......................       84
       82    8.50%, 6/15/01, Pool# 137056......................       86
        9    9.00%, 6/15/01, Pool# 161443......................       10
       10    8.50%, 6/15/01, Pool# 162447......................       11
        4    9.00%, 6/15/01, Pool# 164431......................        5
       30    9.00%, 6/15/01, Pool# 166985......................       32
       22    9.00%, 7/15/01, Pool# 155822......................       23
      135    8.50%, 8/15/01, Pool# 164207......................      141

</TABLE>

Continued

                                                                               7


                                     B-191
<PAGE>   497
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands)(Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
U.S. GOVERNMENT AGENCIES, CONTINUED:
<S> <C>     <C>                                                   <C>    
Government National Mortgage Assoc., continued:
       76   9.00%, 8/15/01, Pool# 173460.......................  $    80
       15   9.00%, 9/15/01, Pool# 177121.......................       16
        7   9.00%, 10/15/01, Pool# 177634......................        8
      148   9.00%, 10/15/01, Pool# 179852......................      156
       19   9.00%, 10/15/01, Pool# 185596......................       20
       28   9.00%, 11/15/01, Pool# 174365......................       29
        6   8.50%, 11/15/01, Pool# 183462......................        6
      152   9.00%, 11/15/01, Pool# 191819......................      160
      130   8.50%, 12/15/01, Pool# 199182......................      136
       23   9.00%, 1/15/02, Pool# 205001.......................       24
      121   8.00%, 3/15/02.....................................      126
       97   8.00%, 3/15/02, Pool# 210065.......................      101
      105   8.00%, 5/15/02, Pool# 180296.......................      109
       77   8.00%, 5/15/02, Pool# 203042.......................       80
      102   8.50%, 5/15/02, Pool# 213776.......................      107
       77   9.00%, 8/15/02, Pool# 232424 ......................       82
      131   9.00%, 10/15/02, Pool# 246307......................      138
       22   9.00%, 11/15/02, Pool# 235553......................       23
       13   9.00%, 6/15/03, Pool# 247863.......................       14
       88   8.50%, 10/15/04, Pool# 277469......................       92
      136   9.00%, 10/15/04, Pool# 281655......................      144
      139   8.50%, 11/15/04, Pool# 253471......................      146
      167   9.00%, 5/15/05, Pool# 288771.......................      176
      175   9.00%, 8/15/05, Pool# 297031.......................      184
       24   9.00%, 10/15/05, Pool# 292589......................       25
      106   9.00%, 11/15/05, Pool# 292610......................      112
       78   9.00%, 11/15/05, Pool# 299161......................       82
       91   9.00%, 12/15/05, Pool# 299569......................       96
      153   8.50%, 4/15/06, Pool# 307487.......................      160
      271   7.50%, 5/15/07, Pool# 329528.......................      280
      115   8.00%, 5/15/09, Pool# 385676.......................      120
       31   8.00%, 8/15/09.....................................       32
      795   8.00%, 10/15/09, Pool# 380639......................      830
    3,598   8.50%, 11/15/17, Pool# 780086......................    3,790
    2,021   7.00%, 8/15/23, Pool# 352108.......................    2,045
    2,992   7.00%, 9/15/25, Pool# 406434.......................    3,029
    2,894   7.00%, 11/15/23, Pool# 352022......................    2,929
                                                                 -------
   Total U.S. Government Agencies                                 86,565
                                                                 -------

U.S TREASURY BONDS (6.4%):
    3,000   8.75%, 11/15/08 (b)...............................     3,572
    9,000   8.13%, 8/15/19 (b)................................    11,311
                                                                 -------
   Total U.S Treasury Bonds                                       14,883
                                                                 -------
U.S. TREASURY NOTES (22.6%):
    7,000   6.75%, 2/28/97 (b)................................     7,121
    4,000   5.50%, 9/30/97 (b)................................     4,020
    3,500   5.13%, 3/31/98 (b)................................     3,495
    5,000   8.25%, 7/15/98 (b)................................     5,354
    5,200   7.13%, 10/15/98 (b)...............................     5,450
    3,000   8.88%, 11/15/98 (b)...............................     3,285
    5,000   6.00%, 10/15/99 (b)...............................     5,118
    4,000   7.50%, 10/31/99 (b)...............................     4,294
    8,000   7.50%, 11/15/01 (b)...............................     8,817
    5,000   7.25%, 5/15/04 (b)................................     5,552
                                                                 -------
   Total U.S. Treasury Notes                                      52,506
                                                                 -------
U.S. TREASURY STRIPS (1.6%):
    2,000   2/15/99...........................................     1,699
    3,000   5/15/03...........................................     2,005
                                                                 -------
   Total U.S. Treasury Strips                                      3,704
                                                                 -------
INVESTMENT COMPANIES (0.0%):
       11   Aquila Churchill Cash Reserves Money 
                Market........................................        11
                                                                 -------
   Total Investment Companies                                         11
                                                                 -------
   Total Investments, at value                                   226,792
                                                                 -------
REPURCHASE AGREEMENT (1.6%):
    3,751 Lehman Brothers 5.96%, 1/2/96 
            (collateralized by 3,850, Federal 
            National Mortgage Assoc., 0.00% 
            2/2/96 - 2/5/96, market value--
            $3,828)...........................................     3,751
                                                                 -------
   Total Repurchase Agreement                                      3,751
                                                                 -------
   Total (Cost-$224,304)(a)                                     $230,543
                                                                 =======
<FN>
- -----------

Percentages indicated are based on net assets of $232,182.

(a) Represents cost for federal income tax purposes and differs from value by 
    net unrealized appreciation of securities as follows:

</TABLE>

<TABLE>
<CAPTION>
        <S>                                                       <C>
        Unrealized appreciation...............................    $7,169
        Unrealized depreciation...............................      (930)
                                                                 -------
        Net unrealized appreciation...........................    $6,239

<FN>
(b)  A portion of this security was loaned as of December 31, 1995.    
   * Variable rate securities having liquidity sources through bank letters of 
     credit and/or liquidity arrangements. The interest rate, which will change
     periodically, is based upon bank prime rates or an index of market interest
     rates. The rate refected on the Schedule of Portfolio Investments is the 
     effective rate at December 31, 1995.

CMO - Collateralized Mortgage Obligation
</TABLE>

See notes to financial statements.

8

                                    B-192

<PAGE>   498

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government Bond
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)
<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
CORPORATE BONDS (0.1%):
<S> <C>   <C>                                                     <C>    
Finance (0.1%):
    400   International Bank for Reconstruction & 
            Development, MTN, 7.65%*, 2/28/97                    $   409
                                                                 -------
   Total Corporate Bonds                                             409
                                                                 -------

U.S. GOVERNMENT AGENCIES (68.2%):
Federal Home Loan Bank:
   5,000   5.96%, 3/18/96*....................................     4,940 
     550   8.25%, 6/25/96.....................................       557 
Federal Home Loan Mortgage Corp.:                                        
   5,000   7.35%, 3/9/98 (b)..................................     5,013 
   7,270   7.50% 4/1/09.......................................     7,483 
   6,825   8.50%, 1/1/10......................................     7,106 
     456   9.00%, 10/1/17.....................................       481 
     311   9.00%, 4/01/18.....................................       327 
   7,487   7.25%, 4/15/18.....................................     7,513 
      39   9.00%, 8/1/20......................................        40 
      86   9.00%, 10/1/20.....................................        91 
      93   9.00%, 1/1/21......................................        98 
      78   9.00%, 4/1/21......................................        82 
     157   9.00%, 6/1/21......................................       164 
     170   9.00%, 7/1/21......................................       179 
     204   9.00%, 9/1/21......................................       214 
     163   9.00%, 11/1/21.....................................       171 
      54   9.00%, 11/1/21.....................................        56 
     166   9.00%, 11/1/21.....................................       175 
     250   9.00%, 5/1/22......................................       262 
     317   9.00%, 5/1/22......................................       333 
   7,764   10.00%, 10/15/23...................................     8,710 
  17,851   5.00%, 11/15/23....................................    16,903 
   6,595   8.50%, 5/1/24......................................     6,882 
   6,129   8.50%, 7/1/24......................................     6,398 
   9,600   7.50%, 9/1/24......................................     9,848 
   9,455   8.00%, 11/1/24.....................................     9,802 
   3,115   7.50%, 5/1/25......................................     3,195 
   6,443   7.50%, 6/1/25......................................     6,609 
   9,358   8.00%, 6/1/25......................................     9,700 
   4,989   8.00%, 9/1/25......................................     5,173 
   4,985   7.00%, 9/1/25......................................     5,032 
   9,964   7.50%, 10/1/25.....................................    10,222 
Federal National Mortgage Assoc.:
   5,000   6.05%, 6/23/98.....................................     5,003 
   8,000   6.00%, 6/25/09.....................................     7,710 
  10,000   6.25%, 2/25/13.....................................     9,985 
   5,183   7.50%, 6/1/14......................................     5,311 
   4,039   7.50%, 7/1/14......................................     4,139 
     219   10.00%, 10/1/16....................................       238 
     681   10.00%, 10/1/19....................................       745 
  10,000   7.00%, 5/25/20.....................................    10,268 
     383   10.00%, 7/1/20.....................................       418 
   1,039   10.00%, 11/1/21....................................     1,138 
     819   10.00%, 11/1/21....................................       898 
   5,000   6.55%, 12/25/21....................................     5,024 
  10,785   6.50%, 2/17/23.....................................    10,820 
   9,432   7.76%, 10/25/23*...................................     8,041 
   9,094   6.35%, 12/25/23....................................     9,007 
   5,042   7.00%, 1/25/24.....................................     5,091 
   4,980   7.00%, 8/1/25......................................     5,022 
   4,009   7.50%, 9/1/25......................................     4,109 
     978   7.50%, 9/1/25......................................     1,003 
Government National Mortgage Assoc.:
       9   10.50%, 4/15/98....................................        10
      51   10.00%, 9/15/00....................................        54
      12   10.00%, 12/15/00...................................        13
      17   10.00%, 1/15/01....................................        18
     116   8.50%, 6/15/01.....................................       121
       9   8.50%, 7/15/01.....................................        10
      12   9.00%, 9/15/01.....................................        13
     118   9.00%, 9/15/01.....................................       124
      91   9.50%, 9/15/01.....................................        96
     109   8.50%, 11/15/01....................................       114
      64   9.50%, 11/15/01....................................        67
      96   8.50%, 12/15/01....................................       100
     134   9.00%, 12/15/01....................................       141
     121   8.00%, 3/15/02.....................................       126
     286   9.00%, 5/15/03.....................................       302
     219   9.00%, 6/15/05.....................................       231
      94   9.00%, 8/15/05.....................................        99
      52   9.00%, 9/15/05.....................................        54
      88   9.00%, 9/15/05.....................................        93
      97   8.00%, 7/15/06.....................................       100
      42   7.50%, 7/15/07.....................................        43
      99   8.00%, 8/15/07.....................................       103
     109   8.00%, 8/15/07.....................................       113
     477   7.50%, 12/15/07....................................       493
      73   9.00%, 11/15/08....................................        77
     120   9.00%, 4/15/09.....................................       127
      28   9.00%, 5/15/09.....................................        30
      16   9.50%, 7/15/09.....................................        17
     195   9.50%, 9/15/09.....................................       209
      51   9.50%, 10/15/09....................................        55
      50   11.00%, 11/15/09...................................        56
      24   12.00%, 8/15/13....................................        27
       2   12.00%, 4/15/15....................................         2
      13   11.00%, 6/15/15....................................        15
     103   9.00%, 5/15/16.....................................       109
     151   9.00%, 6/15/16.....................................       160
      19   9.50%, 7/15/16.....................................        20
     140   9.00%, 7/15/16.....................................       147
     102   9.50%, 8/15/16.....................................       110
     183   9.00%, 9/15/16.....................................       194
      33   9.50%, 1/15/17.....................................        36
     355   9.00%, 2/15/17.....................................       375
</TABLE>

Continued


                                                                              9

                                    B-193
<PAGE>   499
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government Bond
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
U.S. GOVERNMENT AGENCIES, CONTINUED:
<S> <C>      <C>                                                  <C>    
Government National Mortgage Assoc., continued:
       309   9.00%, 6/15/17....................................  $   326
        46   9.50%, 8/15/17....................................       49
        83   9.50%, 8/15/17....................................       89
        29   9.00%, 8/15/17....................................       31
       120   9.00%, 6/15/18....................................      127
       115   9.50%, 8/15/18....................................      122
        34   9.00%, 10/15/18...................................       36
       204   9.50%, 12/15/18...................................      218
         6   9.00%, 10/15/19...................................        6
        76   9.00%, 11/15/19...................................       80
        79   9.00%, 1/15/20....................................       84
       100   9.00%, 2/15/20....................................      105
       126   9.00%, 3/15/20....................................      134
       108   9.50%, 9/15/20....................................      115
       109   9.50%, 12/15/20...................................      117
       414   9.00%, 6/15/21....................................      437
        45   7.50%, 2/15/22....................................       46
       734   8.00%, 7/15/22....................................      764
       834   7.50%, 8/15/22....................................      858
        47   7.00%, 10/15/22...................................       48
       243   7.00%, 11/15/22...................................      246
        45   7.00%, 12/15/22...................................       45
       266   7.00%, 1/15/23....................................      269
        45   7.00%, 1/15/23....................................       45
       424   7.00%, 1/15/23....................................      429
       505   7.00%, 1/15/23....................................      511
       530   7.00%, 1//15/23...................................      536
        52   7.00%, 3/15/23....................................       53
       910   7.00%, 5/15/23....................................      921
       830   7.00%, 5/15/23....................................      840
       350   6.50%, 5/15/23....................................      347
       819   7.00%, 5/15/23....................................      829
        69   7.00%, 5/15/23....................................       70
       725   7.00%, 5/15/23....................................      734
        63   6.50%, 6/15/23....................................       63
        69   6.50%, 6/15/23....................................       68
       100   6.50%, 6/15/23....................................       99
       460   6.50%, 6/15/23....................................      457
       280   7.00%, 7/15/23....................................      283
       230   7.00%, 7/15/23....................................      233
       687   7.00%, 7/15/23....................................      695
       275   6.50%, 7/15/23....................................      273
       536   7.00%, 7/15/23....................................      542
        38   7.00%, 7/15/23....................................       39
       565   7.00%, 7/15/23....................................      572
       887   7.00%, 7/15/23....................................      898
        27   7.00%, 7/15/23....................................       27
       370   7.00%, 7/15/23....................................      375
       918   7.00%, 7/15/23....................................      929
       345   6.50%, 8/15/23....................................      343
       186   6.50%, 8/15/23....................................      185
       321   6.50%, 8/15/23....................................      319
       261   6.50%, 8/15/23....................................      259
       726   6.50%, 8/15/23....................................      721
       496   6.50%, 8/15/23....................................      493
        59   6.50%, 9/15/23....................................       58
       803   6.50%, 9/15/23....................................      798
       469   6.00%, 10/15/23...................................      456
     4,782   8.00%, 10/15/23...................................    4,979
       449   6.00%, 10/15/23...................................      437
       235   6.50%, 10/15/23...................................      233
        35   6.00%, 10/15/23...................................       34
        23   6.50%, 11/15/23...................................       23
       715   6.50%, 11/15/23...................................      710
        38   6.50%, 12/15/23...................................       38
       731   6.50%, 12/15/23...................................      726
       152   6.50%, 12/15/23...................................      151
       997   6.50%, 12/15/23...................................      990
       157   6.50%, 12/15/23...................................      156
       900   6.50%, 1/15/24....................................      894
       416   6.50%, 2/15/24....................................      413
       335   6.50%, 2/15/24....................................      332
       384   6.50%, 2/15/24....................................      381
       190   6.50%, 2/15/24....................................      189
     1,277   6.50%, 2/15/24....................................    1,268
    24,420   6.50%, 2/15/24....................................   24,250
       752   7.50%, 6/15/24....................................      773
       102   7.50%, 6/15/24....................................      105
       484   8.00%, 9/15/24....................................      505
     4,729   8.00%, 9/15/24....................................    4,926
                                                                 -------
   Total U.S. Government Agencies                                293,498
                                                                 -------

U.S TREASURY BONDS (12.3%):
     5,000   7.25%, 5/15/16 (b)................................    5,706
     1,500   8.88%, 8/15/17 (b)................................    2,008
    15,000   8.13%, 8/15/19 (b)................................   18,852
       700   7.88%, 2/15/21 (b)................................      861
    25,000   6.25%, 8/15/23 (b)................................   25,717
                                                                 -------
   Total U.S. Treasury Bonds                                      53,144
                                                                 -------
U.S. TREASURY NOTES (16.4%):
     7,000   6.00%, 11/30/97 (b)...............................    7,100
     8,000   8.25%, 7/15/98 (b)................................    8,566
     1,800   8.88%, 11/15/98 (b)...............................    1,971
     5,000   7.50%, 10/31/99 (b)...............................    5,367
    14,500   7.50%, 5/15/02 (b)................................   16,079
    20,000   6.38%, 8/15/02 (b)................................   20,991
    10,000   6.50%, 8/15/05 (b)................................   10,655
                                                                 -------
   Total U.S. Treasury Notes                                      70,729
                                                                 -------

</TABLE>

Continued

10

                                    B-194

<PAGE>   500
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government Bond
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
<S> <C>      <C>                                                 <C>    
INVESTMENT COMPANIES (0.6%):
    2,511    Aquila Churchill Cash Reserves Money 
                Market......................................... $  2,511
                                                                 -------
  Total Investment Companies                                       2,511
                                                                 -------
  Total Investments, at value                                    420,291 

Repurchase Agreement (1.9%): 
    8,178    Lehman Brothers 5.96%, 1/2/96 
                (collateralized by 8,410 various 
                U.S. Government Agency securities, 
                0.00%, 1/8/96-68,178, market value-
                $8,343)........................................    8,178
                                                                 -------
   Total Repurchase Agreement                                      8,178
                                                                 -------
   Total (Cost-$409,459)(a)                                     $428,469
                                                                 =======

<FN>
- -----------

Percentages indicated are based on net assets of $430,603.

(a)  Represents cost for federal income tax purposes and differs from value by
     net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
<CAPTION>
        <S>                                                      <C>
        Unrealized appreciation..............................    $19,872
        Unrealized depreciation..............................       (862)
                                                                 -------
        Net unrealized appreciation..........................    $19,010
                                                                 =======

<FN>
(b)  A portion of this security was loaned as of December 31, 1995. 

   * Variable rate securities having liquidity sources through bank letters of 
     credit and/or liquidity arrangements. The interest rate, which will change
     periodically, is based upon bank prime rates or an index of market interest
     rates. The rate reflected on the Schedule of Portfolio Investments is the 
     effective rate at December 31, 1995.

MTN - Medium Term Note
</TABLE>



See notes to financial statements.

                                                                             11

                                    B-195
<PAGE>   501

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Bond Fund
- ------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                            DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
CORPORATE BONDS (61.8%):                  
<S> <C>      <C>                                                  <C>    
Automotive (2.2%):
    10,000   General Motors Corp., 9.13%, 7/15/01 ............. $ 11,388
                                                                 -------
Banking & Finance (28.1%):
     7,500   Advanta Mortgage Loan Trust, Series 
                1995-1, 8.32%, 12/25/19........................    7,961
     6,651   Aircraft Lease Portfolio Securitization, 
                Ltd., Series 94-1, Class A2, 7.15%, 9/15/04....    6,751
     5,000   Associates Corp., MTN, 8.34%,                         
                11/25/99.......................................    5,431
     6,000   Associates Corp. N.A., 8.15%, 8/1/09..............    7,035
     2,000   Avalon Properties, 7.38%, 9/15/02.................    2,058
     5,000   BankAmerica Corp., 9.50%, 4/1/01..................    5,781
     5,000   Banco Central Hispano, Cayman Islands, 
                8.25%, 6/15/04.................................    5,500
     5,000   China International Trust & Investing, 
                9.00%, 10/15/06................................    5,663
     7,000   Fleet/Norstar Group, 8.125%, 7/1/04...............    7,796
     5,000   Ford Motor Credit Corp., 6.38%, 
                10/06/00.......................................    5,075
     8,000   General Motors Acceptance Corp., 
                7.00%, 3/1/00 (b)..............................    8,290
     1,236   Green Tree Financial Corp., 6.35%, 
                11/15/19.......................................    1,238
     5,000   Kansalis-Osake Pankki, 9.75%, 12/15/98 ...........    5,525
     4,644   Olympic Automobile Receivables Trust, 
                CMO, Series 1994 - A, 5.65%, 1/15/01...........    4,636
     4,506   Salton Sea Funding Corp., 6.69%, 
                12/15/97.......................................    4,558
     5,000   Scotland International Finance, 8.80%, 
                1/27/04........................................    5,762
    15,000   Sears Credit Account Trust, 8.65%, 
                7/15/98........................................   15,413
     5,000   Security Pacific Corp., 11.00%, 3/1/01............    6,113
    17,000   Standard Credit Card Trust, Series 90, 
                9.50%, 5/10/97.................................   18,012
     8,000   Taubman Realty Group, 7.00%, 10/1/03..............    8,080
     3,000   Wellsford Residential Property, 7.25%, 
                8/15/00........................................    3,075
     5,000   Wharf Capital International, Ltd., 8.88%, 
                11/1/04........................................    5,406
                                                                 -------
                                                                 145,159
                                                                 -------
Industrial (10.8%):
     5,000   American Home Products Corp., 7.90%, 
                2/15/05 (b)....................................    5,619
     5,000   First Data Corp., 6.75%, 7/15/05..................    5,219
     5,000   Grace W.R. & Co., 8.00%, 8/15/04..................    5,419
     5,000   Laidlaw, Inc., 7.88%, 4/15/05.....................    5,462
     5,000   Lockheed Corp., 5.65%, 4/1/97.....................    5,000
     6,300   McDonnell Douglas Corp., 8.63%,                   
                4/1/97.........................................    6,520
     5,000   Penske Truck Leasing, 8.25%, 11/1/99..............    5,375
     6,000   Sun Co., Inc., 8.13%, 11/1/99.....................    6,420
     5,000   Telekom Malaysia Berhad, 7.13%, 8/1/05............    5,281
     5,000   Tenneco, Inc., 10.00%, 8/1/98.....................    5,475
                                                                  ------
                                                                  55,790
                                                                  ------
Insurance (2.2%):                                                
     5,000   John Hancock, 7.38%, 02/15/24.....................    4,994
     6,000   Massachusetts Mutual Life, 7.50%,                   
                  3/1/24.......................................    6,225
                                                                  ------
                                                                  11,219
                                                                  ------
                                                                 
Oil & Gas (1.9%):                                                
     9,170   Centra Gas, Series 144A, 10.65%, 12/1/10..........    9,674
                                                                  ------
Security Brokers & Dealers (7.8%):                               
     5,000   Bear Stearns Co., 9.13%, 4/15/98..................    5,344
     5,000   Bear Stearns Co., 8.25%, 2/1/02...................    5,512
    10,000   Lehman Brothers Holdings, 8.88%,                    
                  3/1/02.......................................   11,138
     5,000   Lehman Brothers Holdings, 11.63%,                   
                  5/15/05......................................    6,675
     5,000   Lehman Brothers Holdings, 8.80%,                    
                  3/1/15.......................................    5,687
     6,000   Morgan Stanley, 6.13%, 10/1/03....................    5,940
                                                                  ------
                                                                  40,296
                                                                  ------
Tobacco (1.0%):                                                  
     5,000   Philip Morris, 7.25%, 1/15/03.....................    5,256
                                                                  ------
Transportation (5.8%):                                           
     5,000   Canadian National Railway, 7.00%,                   
                  3/15/04......................................    5,181
     5,000   Consolidated Freightways, 9.13%,                    
                  8/15/99......................................    5,394
     5,000   Federal Express, 7.11%, 1/2/14....................    5,153
     7,803   Northwest Air, Series 2, Class A, 9.25%,            
                  6/21/14......................................    9,286
     5,000   Royal Caribbean Cruises, 7.13%, 9/18/02...........    5,088
                                                                  ------
                                                                  30,102
                                                                  ------
                                                                 
Utilities (2.0%):                                                
     5,000   Columbia Gas System, 6.39%, 11/28/00..............    5,069
     5,000   Tenaga Nasional Berhad, 7.88%, 6/15/04............    5,494
                                                                  ------
                                                                  10,563
                                                                  ------
   Total Corporate Bonds                                         319,447
                                                                 -------
U.S. GOVERNMENT AGENCIES (20.4%): 
Federal Home Loan Bank:
     15,000 7.10%, 3/16/98.....................................   15,519 

</TABLE>

Continued

12

                                    B-196
<PAGE>   502
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
<S> <C>      <C>                                                  <C>    
U.S. GOVERNMENT AGENCIES, CONTINUED:
Federal National Mortgage Assoc.:
     3,000   8.63%, 9/10/96 (b)................................ $  3,066
     7,750   4.82%, 10/21/98...................................    7,610
    26,264   8.00%, 12/1/09....................................   27,205
    14,774   7.50%, 9/1/25.....................................   15,143 
Federal Home Loan Mortgage Corp.:
    18,142   7.00%, 9/1/24.....................................   18,311 
     5,436   7.00%, 6/1/09.....................................    5,540 
     1,406   7.50%, 6/1/24.....................................    1,442 
     8,217   7.50%, 10/1/24....................................    8,430 
Tennessee Valley Authority, Series 89 - F:
     3,000   8.25%, 11/15/96 (b)...............................    3,071
                                                                 -------
   Total U.S. Government Agencies                                105,337
                                                                 -------

U.S TREASURY BONDS (8.3%):
    29,000   9.00%, 11/15/18 (b)...............................   39,501
     2,500   8.13%, 8/15/21 (b)................................    3,161
                                                                 -------
   Total U.S Treasury Bonds                                       42,662
                                                                 -------

U.S. TREASURY NOTES (7.9%):
     1,650   6.88%, 3/31/00 (b)................................   $1,744
    10,000   7.88%, 8/15/01 (b)................................   11,168
    10,900   6.25%, 2/15/03 (b)................................   11,375
    15,000   7.25%, 8/15/04 (b)................................   16,685
                                                                 -------
   Total U.S. Treasury Notes                                      40,972
                                                                 -------
   Total Investments, at value                                   508,418
                                                                 -------

REPURCHASE AGREEMENT (0.5%):
     2,631   Lehman Brothers 5.96%, 1/2/96 
                (collateralized by 2,695 Federal
                National Mortgage Assoc., 0.00%, 
                1/22/96, market value--$2,684).................    2,631
                                                                 -------
   Total Repurchase Agreement                                      2,631
                                                                 -------
   Total (Cost-$473,215)(a)                                     $511,049
                                                                 =======
<FN>
- -----------

Percentages are based on net assets of $516,969

(a)  Represents cost for federal income tax purposes and differs from value by
     net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
        <S>                                                      <C>
        Unrealized appreciation................................  $37,834
        Unrealized depreciation................................    
                                                                 -------
        Net unrealized appreciation............................  $37,834
                                                                 =======
<FN>
(b)  A portion of this security was loaned as of December 31, 1995.

MTN-Medium Term Note
</TABLE>



Continued

                                     B-197                                   13

<PAGE>   503
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                            DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
MUNICIPAL BONDS (102.4%):
<S> <C>     <C>                                                   <C>    
Alaska (5.2%):
    1,000   Anchorage, General Purpose, Series A, 
                6.00%, 2/1/11, FGIC............................   $ 1,054
    3,625   North Slope Boro, Series A, GO, 5.90%, 
                6/30/03, MBIA..................................     3,900
    3,000   North Slope Boro, Series A, GO, 0.00%, 
                6/30/06, MBIA..................................     1,773
    1,000   North Slope Boro, Series B, GO, 0.00%, 
                1/1/02, MBIA...................................       759
    6,415   North Slope Boro, Series B, GO, 0.00%, 
                6/30/04, FSA...................................     4,250
                                                                  -------
                                                                   11,736
                                                                  -------
Arizona (5.2%):
    1,000   Arizona Educational Loan Marketing 
                Corp., 7.30%, 9/1/03...........................     1,078
    1,000   Arizona Educational Loan Marketing 
                Corp., 7.35%, 9/1/04                                1,076
      775   Arizona Educational Loan Marketing 
                Corp., 7.38%, 9/1/05...........................       832
    1,000   Arizona State Transportation Board, 
                Excise Tax Revenue, 6.00%, 7/1/05, 
                AMBAC..........................................     1,100
    1,000   Maricopa County School District No. 4, 
                Mesa United Series E, GO, 5.55%, 
                7/1/04, FGIC...................................     1,029
    3,000   Maricopa County School District No. 11, 
                GO, 0.00%, 7/1/01, MBIA........................     2,346
    2,500   Maricopa County UNI School District No. 097, 
                Deer Valley, GO,5.10%, 7/1/06, 
                FGIC...........................................     2,566
    1,500   Phoenix Airport Revenue, Series D, AMT, 
                6.00%, 7/1/06..................................     1,642
                                                                  -------
                                                                   11,669
                                                                  -------
California (4.8%):
    1,250   California Housing Finance Agency 
                Revenue, Series G, AMT, 5.70%, 8/1/07..........     1,269
    2,000   California Pollution Control Financing 
                Authority, Resource Recovery Revenue, 
                7.15%, 2/1/11..................................     2,201
    1,000   Rancho Water District Financing 
                Authority Revenue, 6.50%, 11/1/05, 
                FGIC...........................................     1,140
    5,000   Sacramento Municipal Utilities, 5.40%*, 
                11/15/06.......................................     5,185
    1,000   San Francisco City & County Airports, 
                Common International Airport 
                Revenue, 6.30%, 5/1/11, AMBAC..................     1,078
                                                                  -------
                                                                   10,873
                                                                  -------
Colorado (8.3%):
    1,000   Adams County, School District No. 12, 
                GO, 6.75%, 12/15/07, MBIA......................     1,175
    3,290   Arapahoe County Capital Improvements, 
                0.00%, 8/31/03.................................     2,063
    1,135   Arapahoe County School District No. 001, 
                Englewood, GO, 0.00%, 11/1/09, CGIC............       555
    3,000   Housing Finance Authority, 0.00%, 9/1/14...........     1,085
    3,260   Housing Finance Authority, Series A, 
                6.40%, 8/1/06..................................     3,445
    1,440   Student Obligation Bond Authority, 
                Student Loan Revenue, Series A-3, 
                AMT, 7.25%, 9/1/05.............................     1,547
    9,750   Denver City & County School District 
                No. 1, Series A, 0.00%, 12/1/06................     5,604
    1,000   El Paso County School District, Series B, 
                6.35%, 12/15/06, MBIA..........................     1,133
    2,210   Fort Collins Wastewater Utility 
                Enterprise, Sewer Revenue, 5.25%, 
                12/1/07, FGIC..................................     2,274
                                                                  -------
                                                                   18,881
                                                                  -------
Connecticut (0.5%):
    1,125   State Housing Finance Authority, GO, 
                7.00%, 11/15/00................................     1,200
                                                                  -------
District of Columbia (0.8%):
    1,000   District of Columbia, 5.25%, 12/1/02, 
                FGIC...........................................     1,026
      875   District of Columbia, Series B, 5.40%, 
                6/1/02, MBIA...................................       907
                                                                  -------
                                                                    1,933
                                                                  -------
Florida (2.3%):
    1,000   Dade County Aviation Revenue, Series A, 
                6.00%, 10/1/08, AMBAC..........................     1,086
    2,000   Escambia County Housing Finance 
                Authority, Multifamily Housing 
                Revenue, 5.75%, 4/1/04.........................     2,009
    1,000   Florida State Division Bond Finance 
                Department General Services Revenue, 
                5.13%, 7/1/07 FSA..............................     1,018
    3,595   Osceola County Transportation Revenue, 
                0.00%, 4/1/14, MBIA............................     1,213
                                                                  -------
                                                                    5,326
                                                                  -------
Georgia (1.1%):
    1,000   Atlanta Airport Facilities Revenue, Series 
                A, 6.50%, 1/1/07, AMBAC........................     1,137
    1,215   Columbus Water & Sewer Revenue, 
                6.30%, 5/1/06, FGIC............................     1,335
                                                                  -------
                                                                    2,472
                                                                  -------

</TABLE>
Continued

14                                   B-198
<PAGE>   504
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS CONTINUED                    DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
MUNICIPAL BONDS, CONTINUED: 
<S> <C>     <C>                                                   <C>    
Hawaii (0.5%):
    1,000   Honolulu City & County, Series A, FSA 
                5.60%, 4/1/07..................................   $ 1,062
                                                                  -------
Idaho (1.9%):
    1,050   Idaho Student Loan Marketing Assoc. 
                Inc., 6.25%, 4/1/98, GSL.......................     1,067
      705   Idaho Student Loan Marketing Assoc. 
                Inc., 5.88%, 4/1/99............................       711
    2,500   Idaho Student Loan Marketing Assoc. 
                Inc., 6.40%, 10/1/99, GSL......................     2,571
                                                                  -------
                                                                    4,349
                                                                  -------
Illinois (9.9%):
    1,000   Chicago Metro Water Reclamation 
                District - Greater Chicago Capital 
                Improvements, GO, 7.25%, 12/1/12...............     1,243
    3,245   Chicago Metro Water Reclamation 
                District - Greater Chicago Capital 
                Improvements, GO, 6.25%, 12/1/14...............     3,478
    3,045   Chicago Park District, GO, 6.35%, 
                11/15/08, MBIA.................................     3,376
    1,450   Chicago Residual Revenue, 0.00%, 
                10/1/09, MBIA..................................       586
    1,240   Evanston Residential Mortgage, 6.38%, 
                1/1/09, AMBAC..................................     1,323
    2,325   Harvey GO, 6.70%, 2/1/09, Asset 
                Guaranty.......................................     2,570
    2,095   Harvey Roadway Improvement Revenue, 
                6.40%, 11/1/12, FGIC...........................     2,277
       26   Illinois Health Facilities Authority, 7.90%, 
                8/15/03........................................        27
      220   Illinois Health Facilities Authority 
                Revenue, 7.90%, 8/15/03, MBIA..................       261
      594   Illinois Health Facilities Authority 
                Revenue, 7.90%, 8/15/03, MBIA..................       608
    1,645   Illinois Health Facilities Authority 
                Revenue, 6.13%, 11/15/07, MBIA.................     1,780
    1,180   Illinois Health Facility Authority, 5.60%*, 
                1/1/16 LOC: LaSalle National Bank..............     1,180
      800   Illinois Health Facilities Authority 
                Revenue, First National Bank of 
                Chicago, Evangelical Hospital Corp., 
                5.60%*, 1/1/26.................................       800
    2,000   Kane County, Unit School District No. 
                304, Geneva, GO, 6.25%, 6/1/09, FGIC...........     2,222
    1,000   State of Illinois, GO, 6.25%, 12/1/01, 
                LOC: First National Bank of Chicago............     1,035
                                                                  -------
                                                                   22,766
                                                                  -------
Indiana (4.0%):
    1,000   Fort Wayne Hospital Authority, Parkview 
                Memorial Hospital Project, Series A,  
                7.50%, 11/15/11, FGIC..........................     1,125
    2,000   Indiana Secondary Market for Education, 
                Series A, 7.00%, 12/1/99, AMBAC................     2,143
    1,750   Indiana Secondary Market for Education, 
                5.55%, 12/1/05.................................     1,783
    1,000   Indiana State Vocational Technical 
                College Building Facilities Fee, 6.50%, 
                7/1/07, AMBAC..................................     1,135
    2,895   Indianapolis Economic Development 
                Revenue, AMT Knob in the Woods 
                Project, 6.38%, 12/1/04, FNMA..................     3,099
                                                                  -------
                                                                    9,285
                                                                  -------
Iowa (1.4%):
    1,655   Iowa Finance Authority, Single Family 
                Mortgage, Series F, 6.15%, 7/1/04, AMBAC.......     1,712
    1,500   Iowa Student Loan Liquidity Corp., 
                Student Loan Revenue, Series C, 6.50%, 
                12/1/99, AMBAC.................................     1,598
                                                                  -------
                                                                    3,310
                                                                  -------
Kansas (1.1%):
    2,090   Kansas City, Single Family Mortgage, 
                0.00%, 12/1/14.................................       732
    1,750   Wichita Hospital Revenue, 6.25%, 
                10/1/10, MBIA..................................     1,898
                                                                  -------
                                                                    2,630
                                                                  -------
Louisiana (0.1%):
      262   Lousiana Housing Agency Mortgage 
                Revenue, 7.80%, 12/1/09, GNMA..................       294
                                                                  -------
Maryland (0.6%):
    1,150   Anne Arundel County, Series B, GO, 
                AMT, 7.70%, 3/15/06............................     1,289
                                                                  -------
Massachusetts (1.6%):
    2,000   Commonwealth of Massachusetts 
                Consolidation Loans, Series B, GO, 
                5.38%, 7/1/07, MBIA............................     2,074
    1,465   Worcester, Series A, GO, 6.10%, 5/1/08, 
                MBIA...........................................     1,596
                                                                  -------
                                                                    3,670
                                                                  -------
Michigan (0.4%):
    1,000   Flint Hospital Building Authority, 5.60*, 
                7/1/15, LOC: LaSalle National Bank.............     1,000
                                                                  -------

</TABLE>

Continued
                                     B-199                                   15
<PAGE>   505
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
MUNICIPAL BONDS, CONTINUED: 
<S> <C>     <C>                                                   <C>    
Minnesota (2.4%):
    1,500   Detroit Lakes Health Care Facilities 
                Revenue, Connie Lee, Benedictine 
                Health Systems, St. Mary's, 6.00%, 
                2/15/12........................................   $ 1,570
    1,500   Northern Municipal Power Agency 
                Minnesota Electric, Series A, 5.90%, 
                1/1/07, AMBAC..................................     1,610
    2,400   University of Minnesota, GO 4.80%, 
                8/15/03........................................     2,452
                                                                  -------
                                                                    5,632
                                                                  -------
Missouri (1.2%):
    1,600   Kansas City Industrial Development 
                Authority, Multifamily Housing 
                Revenue, News Apartment Project, 
                Series A, 5.63%, 7/1/05, FNMA..................     1,641
    1,150   Warrensburg Public Facilities Authority 
                Leasehold Revenue, 6.00%, 3/1/09, FGIC.........     1,212
                                                                  -------
                                                                    2,853
                                                                  -------
Montana (0.1%):
      265   Montana State Health Facilities Authority, 
                Health Care Revenue, Master Loan 
                Program, 5.30%, 10/1/07.......................        269
                                                                  -------
Nebraska (1.5%):
    2,250   Nebraska Higher Education Loan 
                Program, Series A-6, 5.90%, 6/1/03.............     2,300
    1,165   Nebraska Public Power District Revenue, 
                6.00%, 1/1/01, MBIA............................     1,254
                                                                  -------
                                                                    3,554
                                                                  -------
Nevada (2.1%):
      500   State Municipal Bond Bank Project, 
                5.00%, 11/1/06.................................       509
    1,000   State Municipal Bond Bank Project, 
                No. 20-23-A, 7.00%, 7/1/01.....................     1,088
    3,010   Washoe County School District, GO, 
                6.13%, 8/1/07, MBIA............................     3,228
                                                                  -------
                                                                    4,825
                                                                  -------
New Hampshire (0.6%):
    1,225   New Hampshire Higher Education & 
                Health Facilities Authority Revenue, 
                Connie Lee, St, Joseph Hospital, 6.25%, 
                1/1/06.........................................     1,349
                                                                  -------
New Mexico (5.2%):
    1,000   Albuquerque, 6.50%, 7/1/11.........................     1,092
    1,390   New Mexico Educational Assist 
                Foundation, Student Loan Revenue 
                Series A, AMT, 6.45%, 4/1/99, AMBAC............     1,459
    2,410   New Mexico Educational Assist 
                Foundation, Student Loan Revenue 
                Series A, AMT, 6.55%, 4/1/00, AMBAC............     2,556
    6,350   New Mexico Educational Assist 
                Foundation, Student Student Loan 
                Revenue Series A, AMT, 6.85%, 4/1/05, AMBAC....     6,850
                                                                  -------
                                                                   11,957
                                                                  -------
New York (0.7%):
    1,500   New York State Medical Care Facilities, 
                Financial Agency Revenue, 6.00%, 
                8/15/02, MBIA..................................     1,633
                                                                  -------
Ohio (2.0%):
    1,000   Montgomery County Issue I, Series A, 
                GO 6.65%, 9/1/08...............................     1,116
    3,500   Student Loan Funding Corp., Series C, 
                5.50%, 12/1/01.................................     3,592
                                                                  -------
                                                                    4,708
                                                                  -------
Oklahoma (0.5%):
    1,030   McAlester Oklahoma Public Works 
                Authority, 5.50%, 12/1/11, FSA.................     1,071
                                                                  -------
Oregon (1.7%):
    1,435   Port Portland Airport Revenue, 
                International Airport, Series 7-A, 6.75%, 
                7/1/09, MBIA...................................     1,598
    2,075   Washington County School District 
                No. 088, GO, 6.10%, 6/1/05, FSA................     2,287
                                                                  -------
                                                                    3,885
                                                                  -------
Pennsylvania (4.6%):
    3,500   Allegheny County, 0.00%, 2/15/02, MBIA.............     3,592
    1,600   Dauphin County Industrial Development 
                Authority Pollution Control Revenue, 
                Three Mile Island Project, 6.00%, 
                1/1/08, MBIA...................................     1,603
    2,750   Indiana County Industrial Development 
                Authority Pollution Control Revenue, 
                New York State Electric & Gas Corp., 
                6.00%, 6/1/06, MBIA............................     3,006
    2,350   Philadelphia Airport Revenue, Series A, 
                5.50%, 6/15/05, AMBAC..........................     2,450
                                                                  -------
                                                                   10,651
                                                                  -------

</TABLE>

Continued
16                                   B-200
<PAGE>   506
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
MUNICIPAL BONDS, CONTINUED: 
<S> <C>     <C>                                                   <C>    
Puerto Rico (0.7%):
    1,500   Puerto Rico Electric Power Authority, 
                Power Revenue, Series W, 6.00%, 
                7/1/01, MBIA...................................   $ 1,628
                                                                  -------
Rhode Island (0.9%):
    1,000   Rhode Island Housing & Mortgage 
                Finance Corp., 6.10%, 10/1/05, MBIA............     1,048
    1,000   Rhode Island Housing & Mortgage 
                Finance Corp., 6.20%, 10/1/06, MBIA............     1,058
                                                                  -------
                                                                    2,106
                                                                  -------
South Dakota (1.4%):
    2,000   South Dakota Student Loan Assistance, 
                7.63%, 8/1/06..................................     2,092
    1,000   South Dakota Student Loan Assistance 
                Corp., AMT, 7.63%, 8/1/06, MBIA................     1,069
                                                                  -------
                                                                    3,161
                                                                  -------
Tennessee (0.5%):
    1,050   Chattanooga-Hamilton County, Hospital 
                Authority, Hospital Revenue, Erlanger 
                Medical Center, 5.63%, 10/1/09 FSA.............     1,105
                                                                  -------
Texas (12.0%):
    2,800   Austin Housing Finance Corp., Single 
                Family Mortgage Revenue, 0.00%, 
                12/1/11, MBIA..................................     1,119
    1,000   Austin Utility Systems Revenue, 0.00%, 
                5/15/08, MBIA..................................       531
    5,000   Coastal Bend, 5.93%*, 11/15/13.....................     5,134
    2,000   Grand Prairie Health Facilities, Dallas-Ft. 
                Worth Medical Center Project, 6.50%, 
                11/1/04, AMBAC.................................     2,238
    5,000   Harris County Capital Appreciation, Toll 
                Road, GO Sub Lien -A, 0.00%, 8/15/03, MBIA.....     3,489
    1,650   Houston Housing Finance Corp., Single 
                Family Housing Revenue, Series A, 5.35%, 
                6/1/02, FSA....................................     1,700
    1,000   Northside Texas Independent School 
                District, GO, 0.00%, 2/15/02...................       755
    3,000   Panhandle, Plains Texas Higher 
                Education, 5.55%, 3/15/05......................     3,010
    1,000   San Antonio Electric & Gas, Series B, 
                7.00%, 2/1/09, FSA.............................     1,086
      250   Sherman Independent School District, 
                GO, 0.00%, 2/15/06.............................       151
    2,200   Texas A&M University, Permanent 
                University Fund, 4.40%, 7/1/98.................     2,216
    1,455   Texas Health Facilities Development 
                Corp., Hospital Revenue, 6.25%, 
                8/15/12, MBIA..................................     1,556
    1,230   Texas Housing Agency, Residential 
                Development Revenue, AMT, Series D, 
                GNMA, 8.40%, 1/1/21............................     1,308
    3,500   Texas Municipal Power Agency Revenue, 
                0.00%, 9/1/04, AMBAC...........................     2,302
    1,000 Texas Municipal Power Agency Revenue, 
                6.10%, 9/1/08, MBIA............................     1,108
                                                                  -------
                                                                   27,703
                                                                  -------
Utah (2.9%):
    2,000   Intermountain Power Agency, Power 
                Supply Revenue, Series B, 6.50%, 
                7/1/09, MBIA...................................     2,238
    2,900   State Housing Finance Agency, 6.38%, 
                7/1/12, AMBAC..................................     2,986
    1,250   State Municipal Finance Corp., Local 
                Government Revenue, 7.05%, 3/1/05, FSA.........     1,369
                                                                  -------
                                                                    6,593
                                                                  -------
Virginia (2.3%):
    2,000   Commonwealth of Virginia Housing 
                Development Authority, 
                Commonwealth Mortgage,                                   
                Series A, AMT, 6.80%, 7/1/06, AMBAC............     2,132
    1,340   Commonwealth of Virginia Housing 
                Development Authority, 
                Commonwealth Mortgage, Series J, 
                GO, 6.65%, 7/1/10..............................     1,397
    1,350   Commonwealth of Virginia Public School 
                Authority, Series B, State Aid 
                Withholding, 4.80%, 1/1/02.....................     1,375
                                                                  -------
                                                                    4,904
                                                                  -------
Washington (3.5%):
    1,500   Clark County School District No. 114, 
                Evergreen, GO, 6.00%, 12/1/07, AMBAC...........     1,641
    5,000   Snohomish County, Public Utility District 
                No. 001, Electric Revenue, 6.00%, 
                1/1/13, FGIC...................................     5,197
    1,200   Washington State Public Power Supply, 
                Series B, 5.60%, 7/1/07........................     1,235
                                                                  -------
                                                                    8,073
                                                                  -------
West Virginia (2.1%):
   10,490   Kanawha-Putnam County, West Virginia, 
                0.00%, 12/1/16.................................     3,329

</TABLE>


Continued
                                     B-201                                  17
<PAGE>   507
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands, except Shares or Principal Amount) (Unaudited)

<TABLE>
<CAPTION>
  SHARES
    OR
 PRINCIPAL                   SECURITY                             MARKET
  AMOUNT                    DESCRIPTION                            VALUE 
- ----------    -------------------------------------------------   ------
MUNICIPAL BONDS, CONTINUED: 
<S> <C>     <C>                                                   <C>    
West Virginia, continued:
    1,500   West Virginia State Hospital Finance 
                Authority, Hospital Revenue, 5.13%, 
                9/1/06, MBIA...................................  $  1,521
                                                                 --------
                                                                    4,850
                                                                 --------
Wisconsin (1.2%):
    1,000   Pleasant Prairie Wisconsin, Industria 
                Development, Revenue, Chicago Lock 
                Project, Vrdn, 4/1/15, LOC: American 
                National Bank..................................     1,000
    1,395   Sweetwater County School District No. 2, 
                Green River, 7.00%, 6/1/04, MBIA...............     1,619
                                                                 --------
                                                                    2,619
                                                                 --------
Wyoming (2.8%):
    4,000   Student Loan Corp., Student Loan 
                Revenue, 12/1/05*..............................     4,000
    2,500   Student Loan Corp., Student Loan 
                Revenue, AMT, 11/21/05*........................     2,500
                                                                 --------
                                                                    6,500
                                                                 --------
Total Municipal Bonds                                             235,374 
                                                                 -------- 
INVESTMENT COMPANIES (0.0%):
   71,799   Provident Municash Tax-Free Money 
                Market.........................................        72
                                                                 --------
Investment Companies                                                   72
                                                                 --------
Total (Cost-$226,108)(a)                                         $235,446
                                                                 ========

</TABLE>

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

Percentages indicated are based on net assets of $229,945.

(a)  Represents cost for federal income tax purposes and differs from value by
     net unrealized appreciation of securities as follows:

<TABLE>
        <S>                                                     <C>
        Unrealized appreciation...........................      $9,380
        Unrealized depreciation                                    (42)
                                                                ------
        Net unrealized appreciation.......................      $9,338
                                                                ======

</TABLE>



*  Floating rate demand notes are securities with yields that vary with a 
   designated market index or market rate. These securities are payable on 
   the date of demand. The rate reflected on the Schedule of Portfolio 
   Investments is the effective rate at December 31, 1995.


<TABLE>
<S>        <C>
AMBAC      Insured by American Muncipal Bond Assurance Corp.
AMT        Alternative Minimum Tax Paper
CGIC       Insured by Capital Guaranty Insurance Company
FGIC       Insured by Financial Guaranty Insurance Corp.
FNMA       Insured by Federal National Mortgage Association
FSA        Insured by Financial Security Assurance
GNMA       Insured by Government National Mortgage Association
GO         General Obligation
GSL        Guaranteed Student Loans
LOC        Collateralized by letters of credit issued by foreign or domestic banks or organizations
MBIA       Insured by Municipal Bond Insurance Association

</TABLE>


See notes to financial statements.

18                                   B-202
<PAGE>   508
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- -----------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS               DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)


<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                       Security                         Market 
  AMOUNT                        Description                       Value
- ----------                      -----------                       ------
<S>  <C>   <C>                                                   <C>
MUNICIPAL BONDS (99.4%):
Alaska (1.4%):
     1,680 Home Mortgage Revenue, 8.00%, 3/1/09...............   $ 1,837
        53 State Housing Finance Corp., 8.20%, 12/1/97........        55
        50 State Housing Finance Corp., 8.25%, 12/1/98, FHA...        51
        45 State Housing Finance Corp., 8.25%, 12/1/00, FHA...        46
     1,000 State Housing Finance Corp., 7.65%,12/1/10.........     1,056
       330 Juneau City & Boro Home Mortgage Revenue, 
              8.00%, 2/1/09, FNMA.............................       362
                                                                 -------
                                                                   3,407
                                                                 -------
Arizona (0.6%):
     2,385 Santa Cruz County, Union School District, GO, 
        0.00%, 7/1/07, AMBAC..................................     1,333
                                                                 -------
Arkansas (4.7%):
       980 Development Finance Authority, Single Family 
              Mortgage Revenue, Series 89 - A, 7.75%, 
              4/1/21, GNMA....................................     1,034
     2,735 State Development Finance Authority, 
              8.00%, 8/15/11, FHA.............................     2,997
     3,650 State Development Finance Authority, 
              Series 0.0%, 12/1/11............................     1,130
       130 State Development Finance Authority, Single Family 
              Mortgage Revenue, 7.70%, 12/1/14, FHA...........       137
       207 Drew County Public Facilities Board, Single Family 
              Mortgage Revenue, 7.75%, 8/1/11.................       226
       468 Drew County Public Facilities Board, Single Family 
              Mortgage Revenue, 7.90%, 8/1/11, FNMA...........       519
       337 Jacksonville Residential Housing Facilities Board, 
              Single Family Mortgage Revenue, 7.75%, 1/1/11...       375
       684 Jacksonville Residential Housing Facilities Board, 
              Single Family Mortgage Revenue, 
              7.90%, 1/1/11, FNMA.............................       759
       384 Lonoke County Residential Housing Facilities Board, 
              Single Family Mortgage Revenue, 7.38%, 4/1/11...       420
       785 Lonoke County Residential Housing Facilities Board, 
              Single Family Mortgage Revenue, 
              7.90%, 4/1/11, FNMA.............................       864
     1,721 Pope County Residential Housing Facilities Board, 
              Single Family Mortgage Revenue, 
              7.75%, 9/1/11, FHA..............................     1,873
       307 Stuttgart Public Facilities Board, 
              Series B, 7.75%, 9/1/11.........................       338
       656 Stuttgart Public Facilities Board, 
              Series B, 7.90%, 9/1/11, FNMA...................       729
                                                                 -------
                                                                  11,401
                                                                 -------
California (4.1%):
        70 Housing Finance Agency, Single Family 
              Mortgage Revenue, 7.45%, 8/1/11, FHA............        74
       680 Housing Finance Agency Revenue, Single Family 
              Mortgage Revenue, 8.63%, 8/1/15, MBIA...........       725
     1,055 Housing Finance Agency Revenue, Single Family 
              Mortgage Revenue, 7.88%, 8/1/19, FHA............     1,115
     2,000 Pollution Control Financing Authority, 
              Resource Recovery Revenue, 7.15%, 2/1/11........     2,201
       350 Rural Home Mortgage Finance, Authority Single 
              Family Mortgage Revenue, 7.25%, 12/1/24, GNMA...       376
     1,250 Fresno Multi-Family Mortgage Revenue, 
           9.00%, 10/1/96.....................................     1,254
     1,000 Los Angeles, Multi-Family Mortgage Revenue, 
              Housing Earthquake Rehabilitation Projects - B, 
              5.85%, 12/1/27, FNMA............................     1,021
     2,000 Northern Transmission, Revenue, 
              5.50%, 4/29/24, MBIA............................     1,986
     1,020 Redondo Beach Redevelopment Agency, Series B, 
              Residential Mortgage Revenue, 6.25%, 6/1/11.....     1,016
                                                                 -------
                                                                   9,768
                                                                 -------

Colorado (18.7%):
        75 Adams County Single Family Mortgage Revenue, 
              8.25%, 11/1/07, GNMA............................        77
     1,000 Aurora Saddle Rock Golf Course Project, 
              5.70%, 12/1/05..................................     1,015
     4,625 Aurora Single Family Mortgage Revenue, 
              Series A, 7.30%, 5/1/10.........................     5,004
     1,645 Aurora Single Family Mortgage Revenue, 
           Series B, 7.50%, 5/1/11............................     1,784
     1,000 Aurora Single Family Mortgage Revenue, 
           Prerefunded Balance, 0.00%, 9/1/15.................       301
     2,430 Brush Creek Metropolitan District, 
              GO, 6.70%, 11/15/09.............................     2,603
     1,410 Central City,  Water Utility Improvements, 
              GO, 7.40%, 12/1/07..............................     1,649

</TABLE>

Continued

                                     B-203                                19
<PAGE>   509
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                       Security                         Market 
  AMOUNT                        Description                       Value
- ----------                      -----------                       ------
<S>  <C>   <C>                                                   <C>
MUNICIPAL BONDS, CONTINUED:
Colorado, continued:
       400 Central City,  Water Utility Improvements, GO, 
              8.63%, 9/15/11..................................   $   426
       655 Central City,  Water Utility Improvements, GO, 
              7.50%, 12/1/12..................................       770
     2,000 Denver City & County Airport Revenue, Series C, 
              5.50%, 11/15/16.................................     1,914
     1,250 Eagle's Nest Metropolitan District , GO, 
              6.50%, 11/15/17.................................     1,277
       361 El Paso County, Home Mortgage Collateral, 
              Series C, 8.30%, 9/20/18, GNMA..................       401
     1,350 El Paso County, Single Family Mortgage Revenue, 
              0.00%, 9/1/15...................................       460
     1,445 Englewood Multi-Family Mortgage Revenue, Housing 
              Mark Apartments, Series B, 6.00%, 12/15/18......     1,430
       500 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series A, GO, 6.50%, 12/1/02...........       514
       705 Housing Finance Authority , Single Family Mortgage 
              Revenue, Series D, 5.75%, 12/1/03...............       714
       965 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series E, 6.25%, 12/1/09...............     1,002
       205 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B-2, 7.25%, 8/1/11, FHA.........       220
     1,035 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B, 6.13%, 5/1/13, FHA...........     1,063
       750 Housing Finance Authority , Single Family Mortgage 
              Revenue, Series D-2, 7.10%, 6/1/14..............       827
     1,725 Housing Finance Authority , Single Family Program, 
              Series A, 6.80%, 8/1/14.........................     1,805
       600 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series A, 0.00%, 9/1/14, FHA...........        83
     1,245 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B2, 7.50%, 12/1/16..............     1,407
     1,000 Housing Finance Authority, Single Family  Mortgage 
              Revenue, Series C-2, 7.45%, 6/1/17..............     1,119
       555 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series D-1, 6.60%, 8/1/17..............       566
       305 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B-2, 6.90%, 8/1/17..............       319
       190 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series C, 8.75%, 9/1/17................       200
       965 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B, 7.50%, 11/1/24...............     1,079
     1,000 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series B-1, 7.90%, 12/1/25.............     1,143
     2,000 Housing Finance Authority, Single Family Mortgage 
              Revenue, Series D-1, 7.38%, 6/1/26..............     2,212
     2,460 Housing Finance Authority, Multi-Family Mortgage 
              Revenue, 6.00%, 10/1/25.........................     1,980
       875 Housing Finance Authority, Multi-Family Mortgage 
              Revenue, 9.00%, 10/1/25.........................       883
       385 Housing Finance Authority, Series A, GO,  
              6.90%, 5/1/01...................................       414
     3,000 Housing Finance Authority, 0.00%, 9/1/14...........     1,085
     1,590 Jefferson County, Single Family Revenue, 
              Series A, 8.88%, 10/1/13, MBIA..................     1,742
     1,500 Mesa County Residual Revenue, 0.00%, 12/1/11.......       638
       400 Mountain Village Metropolitan District, 
              Sanmiguel County, 7.95%, 12/1/03................       444
     1,980 Mountain Village Metropolitan District, 
              San Miguel County, 8.10%, 12/1/11...............     2,227
       500 Telluride  Housing Authority, Shandoka 
              Apartments Project, 7.50%, 6/1/12...............       519
       165 Telluride Housing Authority, Shandoka Apartments 
              Project, 7.25%, 6/1/08..........................       171
     1,500 Telluride Housing Authority, Shandoka Apartments 
              Project, 7.50%, 6/1/23..........................     1,528
                                                                 -------
                                                                  45,015
                                                                 -------


Delaware (0.1%):
       270 State Housing Authority, 7.60%,12/1/19.............       285
                                                                 -------
Florida (7.3%):
     1,250 Brevard County Housing Finance Authority, 
              Family Mortgage Revenue, 6.13%, 9/1/09, GNMA....     1,281
     1,820 Clay County, Housing Financial Authority, 
              Single Family Mortgage Revenue, 6.20%, 9/1/11...     1,881
        60 Duval County Housing Finance Authority, Single, 
              Family Mortgage Revenue, Series C, 
              7.30%, 9/1/15, GNMA.............................        63

</TABLE>

Continued

20                                   B-204
<PAGE>   510
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                       Security                         Market 
  AMOUNT                        Description                       Value
- ----------                      -----------                       ------
<S>  <C>   <C>                                                   <C>
MUNICIPAL BONDS, CONTINUED:
Florida, continued:
     3,650 Duval County Housing Finance Authority, 
              Single Family Mortgage Revenue, 7.35%, 
              7/1/24, GNMA....................................   $ 3,913
       605 Housing Finance Agency, Ownership Mortgage Revenue, 
              Series G-2, 7.50%, 9/1/14, GNMA.................       644
     1,000 Leon County, Housing Finance Authority, 
              Series B, 7.30%, 1/1/28.........................     1,129
       940 Manatee County, Housing Finance Authority, 
              Mortgage Revenue - Subseries 1, 8.38%, 5/1/25...     1,073
     2,555 Palm Beach County, Housing Finance Authority, 
              Single Family Mortgage Revenue, Series A, 
                 6.38%, 10/1/06, GNMA.........................     2,703
     1,205 Pinellas County,Housing Finance Authority, 
              Single Family Mortgage Revenue, 
              6.25%, 8/1/12, GNMA.............................     1,247
     1,000 Pinellas County,Housing Finance Authority, 
              Single Family Mortgage Revenue, Multi-County, 
              Series A, 6.35%, 2/1/17, GNMA...................     1,041
     2,625 St. John's River Mangement District, 
              Land Aquisition Revenue, 5.10%, 7/1/08..........     2,668
                                                                 -------
                                                                  17,643
                                                                 -------
Georgia (1.6%):
     2,500 Cobb County, Housing Authority, 
              Series B, 9.00%, 10/1/10........................     2,613
     1,095 De Kalb County Housing Authority, 
              Single Family Mortgage Revenue, 
              7.65%, 6/1/18, GNMA.............................     1,169
                                                                 -------
                                                                   3,782
                                                                 -------
Idaho (0.0%):
        50 Housing Agency, 6.35%, 7/1/11......................        51
                                                                 -------
Illinois (4.9%):
     5,890 Addison Alton, Granite County, 0.00%, 7/1/11.......     2,277
       355 Aurora Kane County, 8.05%, 9/1/25..................       399
       215 Aurora Kane and Du Page Counties, Single Family 
              Revenue Mortgage, Series A, 7.95%, 10/1/25......       237
     4,595 Bolingbrook, Mortgage Revenue, Series 1, 
              0.00%, 1/1/11...................................     1,576
       990 Danville, Single Family Mortgage Revenue, 
              7.30%, 11/1/10..................................     1,030
     3,530 Freeport, Single Family Mortgage Revenue, 
              0.00%, 8/1/10...................................     1,089
     2,400 Health Facilities Authority Revenue, Evangelical 
              Hospitals Corp., Series  A, 1/1/26*.............     2,400
       245 Housing Development Authority, Residential Mortgage 
              Revenue, Series A, 7.35%, 8/1/10................       259
     4,685 Moline Single Family Mortgage Revenue, 
              92 Sub-Series 1, 0.00%, 5/1/02..................     1,577
       700 Quincy Single Family Mortgage Revenue, 
              6.88%, 3/1/10...................................       751
       120 Rock Island  Residential Mortgage Revenue, 
           7.70%, 9/1/08......................................       129
                                                                 -------
                                                                  11,724
                                                                 -------
Indiana (1.5%):
       375 Anderson Economic Development, Multi-Family 
              Revenue, 9.00%, 6/1/7...........................        94
       760 State Housing Finance Authority, Collateralized 
              Home Mortgage Revenue, Series E-2, 
              7.95%, 7/1/10, GNMA.............................       776
     2,500 Marion County Hospital, Authority Hospital 
              Facilities Revenue, 6.50%, 9/1/13...............     2,652
                                                                 -------
                                                                   3,522
                                                                 -------
Iowa (2.1%):
       650 Davenport  Home Ownership Mortgage Revenue, 
              7.90%, 3/1/10...................................       705
     2,535 Finance Authority, Single Family Mortgage Revenue, 
              Series C, 6.40%, 7/1/19, GNMA...................     2,620
       775 Finance Authority, Single Family Mortgage Revenue, 
           7.90%, 11/1/22.....................................       818
       960 Salix Pollution Control Revenue, Iowa-Illonois 
              Gas & Electric Project, 5.75%, 6/1/03...........       968
                                                                 -------
                                                                   5,111
                                                                 -------
Kansas (3.9%):
       875 Ford County, Single Family Mortgage Revenue, 
              7.90%, 8/1/10...................................       957
     2,250 Johnson County, Single Family Mortgage Revenue, 
              7.10%, 5/1/12...................................     2,469
       750 Labette County, Single Family Mortgage Revenue, 
              8.40%, 12/1/11..................................       820
       705 Reno County, Single Family Mortgage Revenue, 
              8.70%, 9/1/11...................................       757
     2,400 Reno and Labette County, Single Family Revenue, 
              0.00%, 12/1/15..................................       789

</TABLE>

Continued

                                     B-205                                    21
<PAGE>   511
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                       Security                         Market 
  AMOUNT                        Description                       Value
- ----------                      -----------                       ------
<S>  <C>   <C>                                                   <C>
MUNICIPAL BONDS, CONTINUED:
Kansas, continued:
       965 Sedwick County, Single Family Revenue, 
              8.20%, 5/1/14...................................   $ 1,083
       465 Sedwick and  Shawnee County, Single Family Revenue, 
           7.80%, 5/1/14......................................       518
       450 Sedwick and  Shawnee County, Single Family Revenue, 
              8.05%, 5/1/14...................................       502
       470 Sedwick and  Shawnee County, Single Family Revenue, 
              7.80%, 11/1/24..................................       530
       830 Wichita, Single Family Mortgage Revenue, 
              7.10%, 9/1/09...................................       876
                                                                 -------
                                                                   9,301
                                                                 -------
Louisiana (3.9%):
       900 Calcasieu Parish Public Transportation Authority, 
              Series B, 0.00%, 5/1/13.........................       284
     1,045 Iberia Home Mortgage Authority, Series 1993, 
              7.38%, 1/1/11...................................     1,136
        45 Housing Finance Agency, 7.00%, 9/1/04..............        45
       915 Housing Finance Agency, 9.38%, 2/1/15..............       946
     2,000 Louisiana Housing Finance Agency, Single Family 
              Mortgage Revenue, Series C-2, 6.45%, 
              6/1/27, MBIA....................................     2,066
     5,335 Public Facilities Authority, 0.00%, 12/1/19........     1,418
     1,908 Public Facilities Authority, 8.45%, 12/1/12........     2,052
       110 Public Facilities Authority, 7.50%, 10/1/15........       121
       313 St. Mary Public Finance Authority, 7.63%, 3/25/12..       347
       365 Shreveport Housing Authority, 6.10%, 8/1/07........       375
       635 Shreveport Housing Authority, 6.13%, 8/1/10........       643
                                                                 -------
                                                                   9,433
                                                                 -------
Maine (0.8%):
       300 Housing Authority, Single Family Mortgage Revenue, 
              6.90%, 11/15/01.................................       317
     1,500 Skowhegan Pollution Control Revenue, Scott Paper Co. 
              Project, 5.90%, 11/1/13.........................     1,517
                                                                 -------
                                                                   1,834
                                                                 -------
Massachusetts (0.7%):
       250 State Housing Finance Agency, 8.10%, 8/1/23........       264
       395 State Housing Finance Agency, 7.00%, 12/1/23.......       406
       985 State Housing Finance Agency, 7.13%, 6/1/25........     1,045
                                                                 -------
                                                                   1,715
                                                                 -------
Michigan (2.2%):
     2,000 State Hospital Finance Authority Revenue, 
              Mercy Mount Clemens Corp., 6.25%, 5/15/11.......     2,103
       645 State Housing Development Authority, 
              7.65%, 12/1/12..................................       688
       880 State Housing Development Authority, 
              7.70%, 12/1/16..................................       922
     1,395 State Housing Development Authority, 
              7.50%, 6/1/15...................................     1,493
                                                                 -------
                                                                   5,206
                                                                 -------
Minnesota (0.7%):
     2,950 Minneapolis Mortgage Revenue, 0.00%, 10/1/12.......       928
       750 State Housing Finance Agency, 4.55%, 7/1/25........       738
                                                                 -------
                                                                   1,666
                                                                 -------
Mississippi (1.7%):
     2,000 Home Corp., Single Family Revenue, 7.90%, 3/1/25...     2,259
       800 Home Corp., Single Family Revenue, 7.10%, 12/1/10..       833
       960 Higher Education, 6.05%, 9/1/07....................     1,001
                                                                 -------
                                                                   4,093
                                                                 -------
Missouri (3.7%):
       670 Grandview Industrial Development Authority, 
              9.25%, 5/15/08..................................       668
     2,295 Jackson County Industrial Devepoment Authority, 
              10.00%, 3/1/10..................................     2,310
     1,000 Kansas City Port Authority Facilities Revenue, 
              Riverfront Park Project, Series A, 5.75%, 
              10/1/99.........................................     1,012
     1,000 Kansas City Port Authority Facilities Revenue, 
              Riverfront Park Project, Series A, 
              5.75% 10/1/01...................................     1,001
       185 State Housing Development Community, 
              6.80%, 8/1/15...................................       191
     1,415 State Housing Development Community, 
              7.38%, 8/1/23...................................     1,490
     2,000 State Housing Development Community, Single Family 
              Homeowner Mortgage Revenue, 7.25%, 9/1/26.......     2,202
                                                                 -------
                                                                   8,874
                                                                 -------
</TABLE>

Continued

22                                   B-206
<PAGE>   512
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                       Security                         Market 
  AMOUNT                        Description                       Value
- ----------                      -----------                       ------
<S>  <C>   <C>                                                   <C>
MUNICIPAL BONDS, CONTINUED:
Montana (1.2%):
    1,570   Green Plaza Housing Inc., 10.43%, 
                1/1/22.........................................  $ 1,650
    1,000   State Board Housing Revenue, 6.40%, 
                12/1/12........................................    1,036
      120   State Board Housing Revenue, 7.00%, 
                10/1/17........................................      125
                                                                 -------
                                                                   2,811
                                                                 -------
Nebraska (0.5%):                                                 
      265   Finance Authority Single Family 
                Revenue, 6.35%, 3/15/06........................      276
    5,540   Finance Authority Single Family 
                Revenue, 0.00%, 12/15/13.......................      944
                                                                 -------
                                                                   1,220
                                                                 -------
Nevada (0.7%):
      430   Housing Division, 6.20%, 10/1/15...................      441
      880   Housing Development Authority, Series 
                B-2, 7.90%, 10/1/21............................      916
      250   West Wendover Recovery District, 6.50%, 
                12/1/09........................................      257
                                                                 -------
                                                                   1,614
                                                                 -------
New Hampshire (0.1%):
      295   State Housing Finance Authority, Single 
                Family Residential, Series A, 6.85%, 
                1/1/25.........................................      307
                                                                 -------
New Jersey (1.0%):
      655   State Higher Education Authority, 7.00%, 
                7/1/05.........................................      681
      710   State Housing and Mortgage Finance 
                Agency, 8.38%, 4/1/17..........................      755
      935   State Housing and Mortgage Finance 
                Agency, 7.38%, 10/1/17.........................      996
                                                                 -------
                                                                   2,432
                                                                 -------
New Mexico (3.7%):
      540   Bernalillo County, 7.00%, 11/1/08..................      545
      460   Hobbs Single Family Mortgage 
                Revenue, 8.75%, 7/1/11.........................      504
      185   Las Cruces Housing Development Corp., 
                Multifamily Mortgage Revenue, Sub-
                Series B, 9.00%, 10/1/03.......................      192
    1,140   Las Cruces Housing Development Corp., 
                Multifamily Mortgage Revenue, 
                Series A, 6.40%, 10/1/19.......................    1,157
    2,065   Educational Assistant Funding, Student 
                Loan Revenue, Sub-Series 1-B, 6.85%, 
                12/1/05........................................    2,122
      105   Mortgage Financial Authority, Single 
                Family Mortgage Revenue, 12.00%, 7/1/11........      107
      430   Mortgage Financial Authority, Single 
                Family Mortgage Revenue, Series A-2, 
                6.85%, 7/1/12..................................      457
      325   Mortgage Financial Authority, Single 
                Family Mortgage, Series A, 7.80%, 
                3/1/21.........................................      341
      445   Mortgage Financial Authority, Single 
                Family Mortgage Program, Series A-2, 
                7.80%, 9/1/21..................................      468
    1,845   Mortgage Finance Authority, 6.90%, 
                7/1/24.........................................    1,948
    1,000   Mortgage Financial Authority, Single 
                Family Mortgage Program, Series H, 
                6.45%, 7/1/25..................................    1,026
                                                                 -------
                                                                   8,867
                                                                 -------
New York (1.9%):
    3,000   New York City, Series A, 6.25%, 8/1/08.............    3,079
    1,395   State Mortgage Agency, Homeowner 
                Mortgage Revenue, Series U, 7.75%, 
                10/1/23........................................    1,487
                                                                 -------
                                                                   4,566
                                                                 -------
North Dakota (0.9%):
      745   State Housing Financial Agency Single 
                Family Mortgage Revenue, Series A 
                8.38%, 7/1/19..................................      791
    1,375   State Housing Financial Agency Single 
                Family Mortgage Revenue, Series A 
                8.38%, 7/1/21..................................    1,451
                                                                 -------
                                                                   2,242
                                                                 -------
Ohio (1.8%):
      290   Housing Financial Agency, Single Family 
                Mortgage Revenue, Series A, 7.15%, 
                3/1/01, GNMA...................................      306
      975   Housing Financial Agency, Single 
                Family Mortgage Revenue, Series D, 
                7.00%, 9/1/11, GNMA............................    1,046
    1,115   Housing Financial Agency, Single Family 
                Mortgage Revenue, Series D, 7.05%, 
                9/1/16, GNMA...................................    1,194
    1,680   Housing Financial Agency, Single Family 
                Mortgage Revenue, Series A, 7.65%, 
                3/1/29, GNMA...................................    1,760
                                                                 -------
                                                                   4,306
                                                                 -------
Pennsylvania (1.6%):
    2,805   Pittsburgh Urban Redevelopment 
                Authority, Mortgage Revenue, 
                Series A, 8.35%, 10/1/14.......................    2,985

</TABLE>


Continued
                                     B-207                                   23
<PAGE>   513

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- ------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                 DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>

   SHARES OR                                                   SECURITY                                    MARKET 
PRINCIPAL AMOUNT                                              DESCRIPTION                                   VALUE 
- ---------------- ------------------------------------------------------------------------------------------ ---------  
<S>         <C>                                                                                         <C>         
MUNICIPAL BONDS, CONTINUED:                                                                                
Pennsylvania, continued:                                                                                   
            790 Pittsburgh Urban Redevelopment Authority, Mortgage Revenue, Series C, 7.88%, 12/1/16.......   $   845
                                                                                                              -------
                                                                                                                3,830
                                                                                                              -------
Puerto Rico (1.1%):                                                                                        
          2,500 Commonwealth Highway and Transit Authority Revenue, Series X, 5.20%, 7/1/03................     2,573
                                                                                                              -------
Rhode Island (1.4%):                                                                                       
          2,425 Housing & Mortgage Financial Corp., Homeownership Opportunity, Series 1-A, 8.25%, 10/1/22..     2,556
            835 Housing & Mortgage Financial Corp., Homeownership Opportunity, AMT 3-C-1 6.80%, 10/1/23....       859
                                                                                                              -------
                                                                                                                3,415
                                                                                                              -------
South Carolina (0.9%):                                                                                     
          2,000 State Housing Authority, Single Family Mortgage Revenue, 7.00%, 7/1/11.....................     2,045
                                                                                                              -------
South Dakota (0.7%):                                                                                       
            440 Housing Authority, Homeownership Mortgage Revenue, Series A, 7.05%, 5/1/11.................       468
            400 Housing Authority, Single Family Mortgage Revenue, 6.80%, 5/1/12...........................       423
            830 Student Loan, 7.63, 8/1/06.................................................................       887
                                                                                                              -------
                                                                                                                1,778
                                                                                                              -------
Tennessee (2.1%):                                                                                          
            665 La Follette Housing Development Corp., Westgate, Series A, 6.25%, 1/1/16, MBIA, FHA........       683
            380 La Follette Housing Development Corp., Westgate, Series A, 6.38%, 1/1/20, MBIA, FHA........       390
          1,295 Memphis, Health, Educational and Housing Facilities Board, Multi-Family Mortgage           
                Revenue, EdgewaterTerrace, 7.38%,1/20/27...................................................     1,409
          1,030 Housing Development Agency, Homeownership Program, Series P, 7.70%, 7/1/16.................     1,099
          1,370 Housing Development Agency, Homeownership Program, Issue V, 7.65%, 7/1/22..................     1,451
                                                                                                              -------
                                                                                                                5,032
                                                                                                              -------
                                                                                                           
Texas (9.9%):                                                                                              
            200 Baytown Housing Finance Corp., Series A, 8.13%, 9/1/11.....................................       222
          1,475 Beaumont Housing Finance Corp., 9.20%, 3/1/12..............................................     1,635
          1,765 Bexar County Housing Finance Corp., GO, 0.00%, 3/1/15......................................       527
          2,500 Central Texas Housing Finance Corp., Single Family Mortgage Revenue, 0.00%, 9/1/16.........       792
            770 El Paso Housing Finance Corp., Single Family Mortgage Revenue, Series A, 8.75%, 10/1/11....       846
            970 El Paso Housing Finance Corp., Single Family Mortgage Revenue, 7.75%, 9/1/19...............     1,025
          1,185 Fort Worth Housing Finance Corp., 8.50%, 10/1/11...........................................     1,302
          1,910 Galveston Property Finance Authority, Single Family Mortgage Revenue, Series A,            
                8.50%, 9/1/11..............................................................................     2,108
          6,000 Harris County Flood Control District, GO, Series B, 0.00%, 10/1/06.........................     3,050
          1,000 Laredo Housing Finance Corp., Single Family Mortgage Revenue, 6.20%, 10/1/19, GNMA, FNMA...     1,023
            600 North Texas Higher Education Authority Inc., Student Loan Revenue, Series D, 6.88%,        
                4/1/02, AMBAC..............................................................................       642
            800 Red River Authority Pollution Control, Southwestern Public Service Revenue, 6.63%, 3/1/09..       802
            485 San Antonio Housing Corp., 9.50%, 12/1/05..................................................       487
            970 San Antonio Housing Finance Corp., Britt Oak Ltd. Project, Series 94, 9.75%, 1/1/10........       981
          1,555 Southeast Texas Housing Finance Corp. Series A, 0.00%, 11/1/14.............................       506
         16,850 State Department of Housing and Community Affairs, Single Family Mortgage Revenue,         
                0.00%, 3/1/15..............................................................................     4,480
          1,950 Travis County Housing Finance Corp., Single Family Mortgage Revenue, Series A,             
                6.25%, 4/1/19, GNMA, FNMA .................................................................     2,025
            225 Travis County Housing Finance Corp., Single Family Mortgage Revenue, Series A,             
                7.00%, 12/1/11, GNMA, FNMA.................................................................       239
          1,000 Winter Garden, 6.20%, 10/1/19..............................................................     1,020
                                                                                                              -------
                                                                                                               23,712
                                                                                                              -------


</TABLE>
                                                       
Contined
24
                                                               B-208
<PAGE>   514
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                            
Tax-Free Bond Fund                                                              
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
   SHARES OR                                                   SECURITY                                          MARKET 
PRINCIPAL AMOUNT                                              DESCRIPTION                                         VALUE
- ---------------- --------------------------------------------------------------------------------------------- ---------- 
<S>        <C>                                                                                                <C>      
MUNICIPAL BONDS, CONTINUED:                                                                                    
Utah (0.3%):                                                                                                   
            110 State Housing Finance Agency, Single Family Mortgage Purchase, 8.50%, 7/1/04................... $     115
            340 State Housing Finance Agency, Single Family Mortgage, Series A-1, 6.90%, 7/1/12................       361
             70 State Housing Finance Agency, Single Family Mortgage, Series D-2, 7.00%, 1/1/16................        73
            100 State Housing Finance Agency, Single Family Mortgage, Series C-2, 8.00%, 7/1/21................       102
                                                                                                                ---------
                                                                                                                      651
                                                                                                                ---------
Vermont (0.1%):                                                                                                
            195 Housing Finance Agency, Single Family Mortgage Revenue, Series 2, 6.88%, 5/1/25................       202
                                                                                                                ---------
Virginia (0.3%):                                                                                               
            770 Virginia Beach  Development Authority, Multi-Family Housing Revenue,                           
                Rental Weslyan Courts Apartments Project, Series B, 8.75%, 1/15/08.............................       770
                                                                                                                ---------
Washington (0.2%):                                                                                             
            403 Skagit County, Housing Authority, Low Income Housing Assistance Revenue, Land-Sea Mar          
                Project, 7.00%, 6/20/03, GNMA..................................................................       436
                                                                                                                ---------
Wisconsin (0.2%):                                                                                              
            500 Housing and Economic Development Authority, Home Ownership Revenue, Series A, 7.00%, 9/1/09....       525
                                                                                                                ---------
Wyoming (4.2%):                                                                                                
            350 Community Development Authority, Single Family Mortgage Revenue, Series A, 7.75%, 6/1/09, FHA..       372
            255 Community Development Authority, Single Family Mortgage Revenue, Series A, 6.88%, 6/1/14, FHA..       264
            265 Community Development Authority, Single Family Mortgage Revenue, Series A, 7.88%, 6/1/18, FHA..       283
          1,500 Student Loan Corp., Student Loan Revenue, AMT 4.75%, 12/1/05*..................................     1,500
          7,650 Student Loan Corp., Student Loan Revenue, AMT 4.75%, 12/1/05*..................................     7,650
                                                                                                                ---------
                                                                                                                   10,069
                                                                                                                ---------
   Total Municipal Bonds                                                                                          238,567
                                                                                                                ---------
INVESTMENT COMPANIES (0.5%):                                                                                   
          1,201 Provident Tax-Free Money Market Fund...........................................................     1,201
                                                                                                                ---------
   Total Investment Companies                                                                                       1,201
                                                                                                                ---------
   Total(Cost-$235,500)(a)                                                                                      $ 239,768
                                                                                                                =========

<FN>
- -----------
Percentages indicated based on net assets of $240,324.

(a) Represents cost for financial reporting purposes and differs form cost basis
    for federal income tax purposes by the amount of losses recognized for 
    financial reporting purposes in excess of federal income tax reporting of 
    approximately $25. Cost for federal income tax purposes differs from 
    value by net unrealized appreciation of securities as follows:


        Unrealized appreciation.................      $5,399
        Unrealized depreciation.................      (1,156)
                                                      ------
        Net unrealized appreciation                   $4,243
                                                      ======


*   Variable rate securities having liquidity sources through bank letters of
    credit and/or liquidity arrangements. The interest rate, which will change
    periodically, is based on bank prime rates or an index of market interest
    rates.  The rate reflected in the Schedule of Portfolio Investments is the 
    effective rate at December 31, 1995.


AMBAC    -   Insured by American Municipal Bond Assurance Corp
FHA      -   Insured by Federal Housing Administration
FNMA     -   Insured by Federal National Mortgage Association
GNMA     -   Insured by Government National Mortgage Association
GO       -   General Obligation
MBIA     -   Insured by Municipal Bond Insurance Associaiton
</TABLE>


See notes to financial statements.

                                                                            25  

                                     B-209
<PAGE>   515
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
Kentucky Municipal Bond Fund                                                   
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)
<TABLE>
<CAPTION>
     SHARES                                                                                                         
       OR                                                                   
    PRINCIPAL                                        SECURITY                                                           MARKET
     AMOUNT                                         DESCRIPTION                                                          VALUE
- ------------- -------------------------------------------------------------------------------------------------------- -------
<S>         <C>                                                                                                      <C>
MUNICIPAL BONDS (98.2%):
Kentucky (98.2%):                                                                                                  
              510 Clinton County School District Financial Corp., School Building Revenue, 6.10%, 6/1/12..............   $  540
              500 Eastern Kentucky University Revenues, 6.20%, 5/1/04, AMBAC..........................................      547
              500 Fayette County, School District Financial Corp., School Building Revenue, 6.00%, 5/1/03.............      534
              445 Hardin County, Hospital Revenue, Hardin Memorial Hospital, Series B, 5.00%, 10/1/06, AMBAC..........      450
              725 Jefferson County, Capital Projects Corp., Revenue Refunding Lease, 6.10%, 8/15/07...................      778
              400 Jefferson County, Health Facilities Revenue, Jewish Hospital Healthcare Services                    
                  Income, 6.00%, 5/1/01, AMBAC........................................................................      431
              500 Jefferson County, Health Facilities Revenue, Hospital Healthcare Services Income,                   
                  6.38%, 5/1/08, AMBAC................................................................................      545
              500 Jefferson County, Hospital Revenue, Insured Alliant Health System Project C, 6.20%, 10/1/04, MBIA...      552
              500 Kenton County, Airport Board Revenue, Cincinnati/Northern Kentucky International Airport,           
                  Series A, 6.10%, 3/1/0,FSA..........................................................................      536
              400 Kenton County, Airport Board Revenue, Cincinnati/Northern Kentucky International Airport,           
                  Series A, 6.20%, 3/1/05, FSA .......................................................................      429
              500 Kenton County, Airport Board Revenue, Cincinnati/Northern Kentucky International Airport,           
                  Series B, 5.75%, 3/1/07, FSA .......................................................................      520
              500 Kenton County, Airport Board Revenue, Cincinnati/Northern Kentucky International Airport,           
                  Series B, 5.75%, 3/1/08, FSA........................................................................      517
              750 Kenton County, School District Financial, Corp., School Building Revenue, 4.50%, 7/1/99.............      757
              325 Kenton County, School District Financial, Corp., School Building Revenue, 5.25%, 7/1/07.............      331
            2,000 Kentucky Development Financial Authority, Hospital Revenue, Refunding & Import State                
                  Elizabeth, MED-A, 6.00%, 11/1/10, FGIC..............................................................    2,089
              500 Kentucky Higher Education Student Loan, Series C, 6.50%, 6/1/02, GSL................................      541
            1,705 Kentucky Higher Education Student Loan Corp., Series D, 7.00%, 12/1/06, GSL.........................    1,852
              500 Kentucky Higher Education Student Loan Corp., Series A, 4.70%, 6/1/00, GSL..........................      499
              400 Kentucky Housing Corp., Housing Revenue, Series B, 5.85%, 7/1/00, FHA, VA, FMHA.....................      416
              275 Kentucky Housing Corp., Housing Revenue, Series B, 6.20%, 7/1/03, FHA, VA, FMHA.....................      289
              500 Kentucky Housing Corp., Housing Revenue, Series A, 5.10%, 1/1/02, FHA, VA, FNMA.....................      511
              500 Kentucky Housing Corp., Housing Revenue, Series A, 5.60%, 1/1/07, FHA, VA, FNMA.....................      510
              500 Kentucky Housing Corp., Housing Revenue, Series A, 5.50%, 1/1/06, FHA, VA, FNMA.....................      511
            1,450 Kentucky Housing Corp., Housing Revenue, Series B, 5.05%, 7/1/06, FHA, VA, FNMA.....................    1,464
            1,000 Kentucky Housing Corp., Housing Revenue, Series B, 5.15%, 7/1/07, FHA, VA, FMHA.....................    1,019
              500 Kentucky Infrastructure Authority Revenue, Revolving Fund Program, Series E, 6.50%,                 
                  6/1/05..............................................................................................      547
              250 Kentucky Infrastructure Authority Revenue, Infrastructure Revolving Fund, Series G,                 
                  6.10%, 6/1/02.......................................................................................      272
              200 Kentucky Infrastructure Authority Revenue, Refunding Governmental Agencies Program,                 
                  Series F, 4.50%, 2/1/01 ............................................................................      200
              205 Kentucky Infrastructure Authority Revenue, Refunding Governmental Agencies Program,                 
                  Series F, 4.60%, 2/1/02.............................................................................      206
            2,000 Kentucky State Property & Buildings Project No. 50, 6.00%, 2/1/10...................................    2,157
            1,000 Kentucky State Property & Buildings Refunding Project No. 54, 5.10%, 9/1/00.........................    1,034
              750 Kentucky State Turnpike Authority, Development Road Revenue Refunding,                              
                  Revitalization Projects, 5.50%, 7/1/08, AMBAC.......................................................      791

</TABLE>

Continued

26
                                                               B-210
<PAGE>   516
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
Kentucky Municipal Bond Fund                                                   
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                  DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
     SHARES                                                                   
       OR                                                 
    PRINCIPAL                          SECURITY                                                                          MARKET
     AMOUNT                          DESCRIPTION                                                                         VALUE
- ------------- ------------------------------------------------------------------------------------------------------- -----------
<S>         <C>                                                                                                     <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
              750 Kentucky State Turnpike Authority Economic Development Road Revenue Refunding 
                  Revitalization Projects, 5.70%, 1/1/03.............................................................   $     797
            1,000 Kentucky State Turnpike Authority Economic Development Road Revenue                                
                  Refunding Revitalization Projects, 5.63%, 7/1/10, AMBAC............................................       1,047
              500 Kentucky State Turnpike Authority Economic Development Road Revenue Refunding                      
                  Revitalization Projects, 5.75%, 7/1/11, AMBAC......................................................         527
              500 Kentucky State, Turnpike Authority Resource, Recovery Road Revenue, 6.63%, 7/1/08..................         570
            1,000 Kentucky State Turnpike Authority Resource, Recovery Road Revenue, 1985 Series A, 6.00%, 7/1/09....       1,001
              500 Kentucky State Turnpike Authority Resource, Recovery Road Revenue, Capital Appreciation            
                  Refunding, Series A, 0.00%, 7/1/06.................................................................         275
              250 Kentucky State Turnpike Authority, Toll Road Revenue, 5.80%, 7/1/99................................         264
              500 Kentucky State University Revenue, Construction of Educational Buildings, Series G,                
                  6.25%, 5/1/02, MBIA ...............................................................................         549
              500 Lexington, Fayette Urban County Government, Kentucky Sewer System Revenue, 6.35%, 7/1/07, MBIA.....         556
              200 Louisville & Jefferson County, Metropolitan Sewer District Revenue, 4.80%, 5/15/98, MBIA...........         204
              200 Louisville, Public Properties Corp., First Mortgage Revenue Refunding, 6.40%, 12/1/07..............         217
              310 Louisville, Water Revenue, 6.38%, 11/1/97..........................................................         324
              500 Louisville, Water Works Board, Water System, Louisville Water Co., 5.40%, 11/15/04.................         522
              500 Louisville, Water Works Board, Water System, Louisville Water Co., 5.63%, 11/15/07.................         519
            1,040 Louisville, Water Works Board, Water System Louisville Water Co., 5.75%, 11/15/09..................       1,079
            1,000 McCracken County, Hospital Revenue Refunding, Mercy Health System, Series A, 6.20%, 11/1/05, MBIA..       1,113
            1,000 McCracken County, Hospital Revenue Refunding, Mercy Health Sytem, Series A, 6.40%, 11/1/07, MBIA...       1,116
              200 Morehead State University, University Revenue, Housing & Dining System, Series M, 6.30%, 11/1/08,  
                  AMBAC..............................................................................................         216
              500 Muhlenberg County, School District Financial Corp., School Building Revenue, Refunding 2nd         
                  Series, 5.85%, 8/1/10..............................................................................         524
              250 Murray State University, Kentucky University Revenue, Series G, 2nd Series, 5.60%, 5/1/07..........         259
              530 Northern Kentucky University Revenue, Construction of Educational Buildings, Series G,             
                  6.10%, 5/1/06, AMBAC...............................................................................         576
              600 Perry County, School District Financial, Corp., School Building Revenue, 6.25%, 7/1/09.............         646
              250 Richmond Water, Gas & Sewer Revenue, 6.50%, 6/1/99, MBIA...........................................         269
              100 Shelby County School District Financial Corp., School Building Revenue, 6.25%, 9/1/03..............         110
              500 Shelby County School District Financial Corp., School Building Revenue, 6.50%, 9/1/05..............         555
              500 University of Kentucky Revenue, Community Colleges, Series F, 5.75%, 5/1/97........................         512
              500 University of Kentucky Revenue, Community Colleges, Series F, 6.25%, 5/1/07........................         526
              500 University of Louisville Revenue Refunding, Construction of Educational Buildings,                 
                  Series I, 5.40%, 5/1/07............................................................................         517
              500 University of Louisville Revenue Refunding, Construction of Educational Buildings,                 
                  Series I, 5.40%, 5/1/08 ...........................................................................         512
              500 University of Louisville Revenue Refunding, Construction of Educational Buildings,                 
                  Series I, 5.40%, 5/1/09 ...........................................................................         510
              985 Western Kentucky University Revenue Refunding, Construction of Educational Buildings,              
                  Series L, 5.00%, 5/1/09............................................................................         983
              310 Western Kentucky University Revenue, Series I, 5.85%, 5/1/96.......................................         312
              950 Winchester Utilities Revenue, 5.30%, 7/1/09........................................................         955
                                                                                                                        ---------
      Total Municipal Bonds                                                                                                41,037
                                                                                                                        ---------

</TABLE>


Contined
                                                                             27

                                                               B-211
<PAGE>   517
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                          
Kentucky Municipal Bond Fund                                                  
- ------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                 DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
     SHARES                                                                  
       OR                                                     
    PRINCIPAL                                            SECURITY                                       MARKET
     AMOUNT                                             DESCRIPTION                                      VALUE
- ------------- ----------------------------------------------------------------------------------------- --------
<S>          <C>                                                                                     <C>
INVESTMENT COMPANIES (0.7%):
              300 The One Group Municipal Money Market Fiduciary Class.................................. $   300
                                                                                                         -------
   Total Investment Companies                                                                                300
                                                                                                         -------
   Total (Cost-$40,081)(a)                                                                               $41,337
                                                                                                         =======
<FN>
- -----------
Percentages indicated are based on net assets of $41,775.

(a) Represents cost for federal income tax purposes and differs from value 
    by net unrealized appreciation of securities as follows:

        Unrealized appreciation....................      $1,256
        Unrealized depreciation....................
                                                         ------
        Net unrealized appreciation................      $1,256
                                                         ======

AMBAC    - Insured by American Municipal Bond Assurance Corp.
FHA      - Insured by Federal Housing Asssociation
FNMA     - Insured by Federal National Mortgage Association
FMHA     - Insured by Federal Metropolitan Housing Authority
FSA      - Insured by Financial Security Assurance
MBIA     - Insured by Municipal Bond Insurance Association
GSL      - Guaranteed Student Loan
VA       - Insured by Veterans Administration
</TABLE>


See notes to financial statements.

28
                                     B-212
<PAGE>   518
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
Ohio Municipal Bond Fund                                                       
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                             DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
     SHARES                                                    
       OR                                                      
    PRINCIPAL                                       SECURITY                                                       MARKET
     AMOUNT                                       DESCRIPTION                                                      VALUE
- ------------- --------------------------------------------------------------------------------------------------- ---------
<S>       <C>                                                                                                   <C>
MUNICIPAL BONDS (98.8%):
Massachusetts (1.1%):
            1,000 Commonwealth of Massachusetts, 6.75%, 8/1/09, AMBAC............................................. $ 1,115
                                                                                                                   -------
Missouri (1.2%):                                                                                                  
            1,000 Missouri State Health, 6.40%, 6/1/10............................................................   1,135
                                                                                                                   -------
                                                                                                                  
Ohio (95.3%):                                                                                                     
            2,000 Bexley, City School District, GO, 6.50%, 12/1/16................................................   2,251
            1,000 Butler County, Hospital Facilities, 6.75%, 11/15/10, FGIC.......................................   1,118
            1,070 Capital Corporation for Housing, 5.60%, 1/1/07..................................................   1,104
            2,775 Clermont County, Waterworks, 6.63%, 12/1/15, AMBAC..............................................   3,157
            1,000 Cleveland, GO, 6.88%, 7/1/09, MBIA..............................................................   1,108
            1,000 Cleveland, GO, 6.38%, 7/1/12, MBIA..............................................................   1,093
              985 Cleveland, Airport System, 6.00%, 1/1/14, FGIC..................................................   1,041
            2,500 Cleveland, Public Power System, 6.40%, 11/15/06, MBIA...........................................   2,823
            1,850 Cleveland, Waterworks, 6.25%, 1/1/06, Series F-92B, AMBAC.......................................   2,012
            2,800 Cleveland, Waterworks, 6.50%, 1/1/11, AMBAC.....................................................   3,082
            1,225 Columbus, Municipal Airport No. 30-E-U, GO, 6.20%, 4/15/04......................................   1,321
            1,000 Columbus, Series C, GO, 5.15%, 9/15/04..........................................................   1,046
            1,000 Columbus, Sewer Improvements, GO, 6.75%, 9/15/06................................................   1,134
            1,285 Columbus, Waterworks Enlargement No. 44, GO, 6.00%, 5/1/11......................................   1,376
            1,000 Columbus, Waterworks Enlargement No. 44, GO, 6.00%, 5/1/12......................................   1,071
            1,500 Cuyahoga County, Public Improvements, GO, 6.70%, 10/1/10........................................   1,658
            1,000 Delaware County, Library District, GO, Public Improvements, 7.25%, 11/1/10......................   1,150
            1,000 Delaware County, Sewer, GO, 5.60%, 12/10/10.....................................................   1,035
            1,000 Fairfield County, Hospital Improvement, Lancaster-Fairfield Community Hospital,                 
                  7.10%, 6/15/21..................................................................................   1,152
            1,000 Franklin County, Hospital Revenue, Children's Hospital Project, Series A, 6.50%, 5/1/07.........   1,090
            1,000 Franklin County, Hospital Revenue, Children's Hospital Project, Series A, 6.60%, 11/01/11.......   1,086
            1,000 Franklin County, Hospital Revenue, Riverside Hospital, Series B, 7.60%, 5/15/20.................   1,152
            1,000 Greene County, Water System, 6.85%, 12/1/11, AMBAC..............................................   1,138
            1,500 Hamilton County, Building Improvements & Refunding Museum, 6.50%, 12/1/09.......................   1,634
            1,500 Hamilton City, Electric Systems, 6.13%, 10/15/08, FGIC..........................................   1,619
            1,265 Hamilton County, Hospital Facilities, Christ Hospital, Series B, 6.63%, 1/1/06, FGIC............   1,392
            1,500 Hamilton County, Hospital Facilities, Bethesda Hospital, Series A, 6.25%, 1/1/12................   1,574
            1,000 Hamilton County, Sewer System, Series A, 4.30%, 12/1/98, FGIC...................................   1,009
              380 Hamilton County, Sewer System, 6.30%, 12/1/01...................................................     422
              620 Hamilton County, Sewer System, 6.30%, 12/1/01, Callable 6/1/01 @ 102............................     679
            1,000 Hamilton, Waterworks, Utility Improvements, 6.40%, 10/15/07, MBIA...............................   1,091
            1,000 Hilliard, School District, GO, School Improvements, 5.35%, 12/1/04..............................   1,045
            1,250 Housing Finance Agency Mortgage, 6.20%, 9/1/14, GNMA............................................   1,297
            1,000 Kent State University, 6.45%, 5/1/12, AMBAC.....................................................   1,091
            2,000 Lakewood, Sanitation Sewer System, GO, 6.40%, 12/1/11...........................................   2,129
            2,000 Motgomery County, Sister of Charity Health Care, Series A, 6.50%, 5/15/08, MBIA.................   2,166
            1,000 North Royalton, GO, 7.50%, 12/1/11..............................................................   1,143
            1,000 Northeast Regional Sewer District Wastewater, 6.50%, 11/15/08, AMBAC............................   1,123
            1,000 Ohio State University, 5.50%, 12/1/03...........................................................   1,063
            1,000 Ottawa County, GO, 7.00%, 9/1/11, AMBAC.........................................................   1,137
            1,000 Pickerington, Local School District, 7.00%, 12/1/13, AMBAC......................................   1,141
            2,600 Portage County, Hospital Revenue, Robinson Memorial Hospital, 5.63%, 11/15/07, MBIA.............   2,746
            1,315 Portage County, Hospital Revenue, Robinson Memorial Hospital, 5.50%, 11/15/09,                 
                  Callable 11/15/05 @ 102.........................................................................   1,361
            2,220 Rocky River, City School District, GO, 6.90%, 12/1/11...........................................   2,387
            1,000 Saint Mary's, Electric Systems Mortgage, 7.15%, 12/1/10, AMBAC..................................   1,134
            1,000 Sandusky, City School District, GO, 7.30%, 12/1/10..............................................   1,136

</TABLE>

Continued

                                                                             29


                                                               B-213
<PAGE>   519
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
Ohio Municipal Bond Fund                                                       
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1995
(Amounts in Thousands) (Unaudited)

<TABLE>
<CAPTION>
     SHARES                                                    
       OR                                                      
    PRINCIPAL                                       SECURITY                                                       MARKET
     AMOUNT                                       DESCRIPTION                                                      VALUE
- ------------- --------------------------------------------------------------------------------------------------- ---------
<S>       <C>                                                                                                   <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:                                                                                                
            1,000 Shaker Heights, City Schools, GO, 7.10%, 12/15/10.............................................   $ 1,184
            1,000 Springfield, GO, 6.88%, 9/1/06, AMBAC.........................................................     1,144
            1,000 State, GO, 5.00%, 8/1/06......................................................................     1,021
            1,000 State Building Authority, 7.35%, 4/1/09, Prerefunded 4/1/00 @ 102.............................     1,142
            1,000 State Building Authority, Series A, 6.50%, 10/1/01............................................     1,107
            1,000 State Building Authority, Series A, 5.75%, 10/1/06, MBIA......................................     1,075
            2,000 State Building Authority, Series A, 6.38%, 6/1/07.............................................     2,163
            1,165 State Building Authority, Series A, 6.50%, 9/1/09, AMBAC......................................     1,299
            2,000 State Building Authority, Series A, 6.13%, 10/1/09............................................     2,153
            1,000 State Liquor Profits, 6.85%, 9/1/00...........................................................     1,109
            1,520 State Water Development Authority, 5.70%, 6/1/08..............................................     1,606
            1,000 State Water Development Authority, Pollution Control Facilities, 5.50%, 12/1/09, MBIA.........     1,035
            1,000 Toledo, Sewer System, 7.38%, 11/15/10, MBIA...................................................     1,103
            1,000 University of Cincinnati, Series R2, 6.25%, 6/1/09............................................     1,079
            1,000 University of Cincinnati, 6.75%, 12/1/09, MBIA................................................     1,129
            1,000 University of Cincinnati, 7.10%, 6/1/10.......................................................     1,113
            1,000 University of Cincinnati, 7.00%, 6/1/11.......................................................     1,130
            1,000 Westerville, Minerva Park & Blendon Joint Township, 6.80%, 9/15/06, AMBAC.....................     1,137
            2,750 Westerville, Minerva Park & Blendon Joint Township, 7.00%, 9/15/12, AMBAC.....................     3,123
            1,000 Worthington, City School District, GO, 7.45%, 12/1/12, MBIA...................................     1,138
                                                                                                                   -------
                                                                                                                    92,707
                                                                                                                   -------
Washington (1.2%):                                                                                              
            1,000 State, GO, Series A, 6.25%, 2/1/11                                                                 1,118
                                                                                                                   -------
   Total Municipal Bonds                                                                                            96,075
                                                                                                                   -------
INVESTMENT COMPANIES (0.5%):                                                                                    
              100 Fidelity Ohio Tax-Free Money Market Fund......................................................       100
              407 The One Group, Ohio Municipal Money Market Fund, Class A......................................       407
                                                                                                                   -------
   Total Investment Companies                                                                                          507
                                                                                                                   -------
   Total (Cost-$89,673)(a)                                                                                         $96,582
                                                                                                                   =======
<FN>
- -----------

Percentages are based on net assets of  $97,247

(a) Represents cost for federal income tax purposes and differs from value by net
    unrealized appreciation of securities as follows:


        Unrealized appreciation...............................      $6,909
        Unrealized depreciation...............................
                                                                    ------
        Net unrealized appreciation...........................      $6,909
                                                                    ======

AMBAC    - Insured by American Municipal Bond Assurance Corp.
FGIC     - Insured by Financial Guaranty Insurance Corp.
GO       - General Obligation
MBIA     - Insured by Municipal Bond Insurance Association

</TABLE>


See notes to financial statements.


30
                                     B-214
<PAGE>   520
                                                                               
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                          DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands,
                                                                           except Per Share Amounts)
                                          GOVERNMENT       LIMITED VOLATILITY    INTERMEDIATE     GOVERNMENT         INCOME
                                             ARM                 BOND                BOND            BOND             BOND
                                             FUND                FUND                FUND            FUND             FUND
                                          ----------       ------------------    ------------     ----------        --------
<S>                                       <C>              <C>                 <C>             <C>              <C>
ASSETS:
Investments, at value.................       $40,425            $417,962           $226,792          $420,291        $508,418
Repurchase agreements.................         3,039              20,083              3,751             8,178           2,631
                                             -------            --------           --------          --------        --------
                                              43,464             438,045            230,543           428,469         511,049
Interest receivable...................           278               5,371              2,632             4,275           8,810
Receivable from brokers for investments                
  sold................................            58   
Receivable for capital shares issued..           592               1,767              1,608             3,513           3,023
Receivable from adviser...............             5                 118                 64                14              99
Deferred organization costs...........            11                                      1                 7
Prepaid expenses and other assets.....                                                   12                23
                                             -------            --------           --------          --------        --------
TOTAL ASSETS..........................        44,408             445,301            234,860           436,301         522,981
                                             -------            --------           --------          --------        --------
LIABILITIES:                                           
Cash overdraft........................           511               1,074              1,193             3,219           2,634
Dividends payable.....................           224               2,190              1,181             2,143           2,850
Payable to brokers for investments                     
  purchased...........................         1,501               5,039
Payable for capital shares redeemed...             1   
Accrued expenses and other payables:                   
      Investment advisory fees........                               221                116               162             259
      Administration fees.............             6                  71                 37                69              83
      12b-1 fees (Class A)............                                 3                  2                 2               2
      12b-1 fees (Class B)............                                 2                  1                 4               2
      Other...........................            68                  96                148                99             182
                                             -------            --------           --------          --------        --------
TOTAL LIABILITIES.....................         2,311               8,696              2,678             5,698           6,012
                                             -------            --------           --------          --------        --------
NET ASSETS:                                            
Capital...............................        46,338             432,491            230,299           424,847         531,820
Undistributed (distributions in                        
  excess of) net investment income....          (207)               (122)               119              (301)            357
Accumulated undistributed net realized                 
  losses from investment transactions.        (3,579)             (7,201)            (4,475)          (12,952)        (53,042)
Net unrealized appreciation                            
  (depreciation) from investments ....          (455)             11,437              6,239            19,009          37,834
                                             -------            --------           --------          --------        --------
NET ASSETS............................       $42,097            $436,605           $232,182          $430,603        $516,969
                                             =======            ========           ========          ========        ========
Net Assets                                             
      Fiduciary.......................       $40,456            $420,300           $220,353          $414,298        $504,978
      Class A.........................         1,455              13,314              9,781            11,261           8,769
      Class B.........................           186               2,991              2,048             5,044           3,222
                                             -------            --------           --------          --------        --------
           Total......................       $42,097            $436,605           $232,182          $430,603        $516,969
                                             =======            ========           ========          ========        ========
Outstanding units of beneficial                        
  interest (shares) ..................                 
      Fiduciary.......................         4,109              39,405             21,562            41,050          51,527
      Class A.........................           148               1,249                955             1,116             895
      Class B.........................            18                 279                200               500             326
                                             -------            --------           --------          --------        --------
           Total......................         4,275              40,933             22,717            42,666          52,748
                                             =======            ========           ========          ========        ========
Net asset value                                        
      Fiduciary-offering and redemption                
         price per share...............     $   9.85            $  10.67           $  10.22          $  10.09        $   9.80
                                             =======            ========           ========          ========        ========
                                                       
      Class A-redemption price                         
       per share .....................      $   9.84            $  10.66           $  10.25          $  10.10        $   9.79
                                             =======            ========           ========          ========        ========
      Class B-offering price                           
      per share (a) ..................      $   9.84            $  10.73           $  10.21          $  10.09        $   9.88
                                             =======            ========           ========          ========        ========
Maximum Sales Charge (Class A)........          3.00%               3.00%              4.50%             4.50%           4.50%
                                             =======            ========           ========          ========        ========

Maximum Offering Price (100%/(100%-                    
 Maximum Sales Charge) of net asset                    
 value adjusted to nearest cent) per                   
 share (Class A)......................       $ 10.14            $  10.99           $  10.73          $  10.58        $  10.25 
                                             =======            ========           ========          ========        ========
Investments, at cost..................       $43,919            $426,608           $224,304          $409,460        $473,215
                                             =======            ========           ========          ========        ========
<FN>
- ---------

(a) Redemption price per Class B Share varies based on length of time shares are
    held.

</TABLE>


See notes to financial statements.
<PAGE>   521
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                          DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                             (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                 INTERMEDIATE      TAX-FREE    KENTUCKY MUNICIPAL    OHIO MUNICIPAL 
                                                 TAX-FREE BOND       BOND            BOND                BOND
                                                      FUND           FUND            FUND                FUND
                                                 -------------     --------    -----------------     --------------
<S>                                              <C>          <C>             <C>                 <C>
ASSETS:
Investments, at value...........................   $235,446        $239,768         $41,337            $96,582
Interest receivable.............................      3,031           3,865             667              1,190
Receivable from brokers for investments sold....      2,153           6,648                          
Receivable for capital shares issued............        284             445                                  2
Receivable from adviser.........................         66              46              13                 34
Deferred organization costs.....................                          7                                  3
Prepaid expenses and other assets...............          3               6                                  3
                                                   --------        --------         -------            -------
TOTAL ASSETS....................................    240,983         250,785          42,017             97,814
                                                   --------        --------         -------            -------
LIABILITIES:                                                                                         
Cash overdraft..................................      1,363             291                          
Dividends payable...............................        968           1,185             152                419
Payable to brokers for investments purchased....      8,468           8,749                          
Payable for capital shares redeemed.............                          3                                 68
Accrued expenses and other payables:                                                                 
      Investment advisory fees..................        119              91              21                 49
      Administration fees.......................         38              37               7                 16
      12b-1 fees (Class A)......................          2               4               2                  3
      12b-1 fees (Class B)......................          1               9                                  4
      Other.....................................         79              92              60                  8
                                                   --------        --------         -------            -------
TOTAL LIABILITIES...............................     11,038          10,461             242                567
                                                   --------        --------         -------            -------
NET ASSETS:                                                                                          
Capital.........................................    220,032         242,436          42,375             94,108
Undistributed net investment income.............         11              19                                  8
Accumulated undistributed net realized gains                                                         
 (losses) from investment transactions .........        563          (6,399)         (1,856)            (3,774)
Net unrealized appreciation from investments....      9,339           4,268           1,256              6,905
                                                   --------        --------         -------            -------
NET ASSETS......................................   $229,945        $240,324         $41,775            $97,247
                                                   ========        ========         =======            =======
Net Assets                                                                                           
      Fiduciary.................................   $220,805        $210,974         $32,880            $78,662
      Class A...................................      7,786          17,193           8,649             13,441
      Class B...................................      1,354          12,157             246              5,144
                                                   --------        --------         -------            -------
                                                   $229,945        $240,324         $41,775            $97,247
                                                   ========        ========         =======            =======
Outstanding units of beneficial interest (shares)                                                    
      Fiduciary.................................     20,121          21,360           3,203              7,153
      Class A...................................        710           1,735             842              1,219
      Class B...................................        124           1,232              24                463
                                                   --------        --------         -------            -------
Total...........................................     20,955          24,327           4,069              8,835
                                                   ========        ========         =======            =======
Net asset value                                                                                      
      Fiduciary-offering and redemption                                                              
        price per share.........................   $  10.97        $   9.88         $ 10.26            $ 11.00
                                                   ========        ========         =======            =======
      Class A-redemption price per share........   $  10.97        $   9.91         $ 10.27            $ 11.03
                                                   ========        ========         =======            =======
      Class B-offering price per share (a)......   $  10.98        $   9.87         $ 10.21            $ 11.10
                                                   ========        ========         =======            =======
Maximum Sales Charge (Class A)..................       4.50%           4.50%           4.50%              4.50%
                                                   ========        ========         =======            =======
                                                                                                     
Maximum Offering Price (100%/(100%-Maximum Sales                                                     
  Charge) of net asset value adjusted to nearest                                                     
  cent) per share (Class A).....................   $  11.49        $  10.38         $ 10.75            $ 11.55
                                                   ========        ========         =======            =======
Investments, at cost............................   $226,107        $235,500         $40,081            $89,677
                                                   ========        ========         =======            =======
<FN>
- -----
(a) Redemption price per Class B Share varies based on length of time shares are
    held.
</TABLE>


See notes to financial statements.

32
                                     B-216
<PAGE>   522
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS            FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Unaudited)

<TABLE>
<CAPTION>
                                                                          (Amounts in Thousands)
                                                                    LIMITED
                                                                   VOLATILITY                                     INCOME
                                                   GOVERNMENT         BOND       INTERMEDIATE      GOVERNMENT       BOND 
                                                    ARM FUND          FUND         BOND FUND        BOND FUND       FUND
                                                   ----------      ---------     ------------      ----------     --------
<S>                                              <C>              <C>             <C>            <C>           <C> 
INVESTMENT INCOME:
Interest income..................................... $1,635          $14,314        $ 7,620          $14,410       $18,306
                                                     ------          -------        -------          -------       -------
TOTAL INCOME........................................  1,635           14,314          7,620           14,410        18,306
                                                     ------          -------        -------          -------       -------
EXPENSES:                                                                         
Investment advisory fees............................    135            1,304            648              923         1,493
Administration fees.................................     41              364            181              343           416
12b-1 fees (Class A)................................      3               22             12               17            13
12b-1 fees (Class B)................................      1               15              6               18            13
Custodian and accounting fees.......................     12               25             39               60            24
Legal and audit fees................................     10               32             31               50            48
Organization costs..................................      2                3                               2
Trustees' fees and expenses.........................      1                4              4                7             5
Transfer agent fees.................................     40               40             44               65            46
Registration and filing fees........................     30               26             44               64            20
Printing costs......................................     11               15             17               25            19
Other...............................................      6                3              1               10             3
                                                     ------          -------        -------          -------       -------
Total expenses before waivers/reimbursements........    292            1,853          1,027            1,584         2,100
Less waivers/reimbursements.........................   (150)            (705)          (396)             (77)         (602)
                                                     ------          -------        -------          -------       -------
NET EXPENSES........................................    142            1,148            631            1,507         1,498
                                                     ------          -------        -------          -------       -------
Net Investment Income...............................  1,493           13,166          6,989           12,903        16,808
                                                     ------          -------        -------          -------       -------
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:                              
Net realized gains (losses) from investment                                       
  transactions......................................   (221)             403          1,337              589            91
Net change in unrealized appreciation from                                        
  investments.......................................    199            5,076          3,291           11,361        13,349
                                                     ------          -------        -------          -------       -------
Net realized/unrealized gains (losses) from                                       
  investments.......................................    (22)           5,479          4,628           11,950        13,440
                                                     ------          -------        -------          -------       -------
Change in net assets resulting from operations...... $1,471          $18,645        $11,617          $24,853       $30,248
                                                     ======          =======        =======          =======       =======

</TABLE>



See notes to financial statements.


                                                                             33


                                     B-217
<PAGE>   523
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS             FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Unaudited)

<TABLE>
<CAPTION>
                                                                                (AMOUNTS IN THOUSANDS)
                                                             INTERMEDIATE                    KENTUCKY
                                                            TAX-FREE BOND     TAX-FREE       MUNICIPAL        OHIO MUNICPAL
                                                                 FUND         BOND FUND      BOND FUND          BOND FUND
                                                            ----------------  ---------      ---------        -------------
<S>                                                        <C>            <C>            <C>             <C>
INVESTMENT INCOME:
Interest income.............................................   $ 6,248        $ 7,247         $ 1,075          $ 2,771
                                                               -------        -------         -------          -------
TOTAL INCOME................................................     6,248          7,247           1,075            2,771
                                                               -------        -------         -------          -------
EXPENSES:                                                                                                       
Investment advisory fees....................................       720            505             121              285
Administration fees.........................................       201            188              35               81
12b-1 fees (Class A)........................................        13             26              15               22
12b-1 fees (Class B)........................................         7             50               1               20
Custodian and accounting fees...............................        27             40               9               10
Legal and audit fees........................................        21             30               8                8
Organization costs..........................................         1              2                                3
Trustees' fees and expenses.................................         3              3               1                1
Transfer agent fees.........................................        35             50              16               33
Registration and filing fees................................        38             30              16               21
Printing costs..............................................        15             16               6                9
Other.......................................................         4              4               1                1
                                                               -------        -------         -------          -------
Total expenses before waivers/reimbursements................     1,085            944             229              494
Less waivers/reimbursements.................................      (420)          (238)            (76)            (180)
                                                               -------        -------         -------          -------
NET EXPENSES................................................       665            706             153              314
                                                               -------        -------         -------          -------
Net Investment Income.......................................     5,583          6,541             922            2,457
                                                               -------        -------         -------          -------
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:                                                            
Net realized gains (losses) from investment transactions....     1,585           (825)            (77)             (61)
Net change in unrealized appreciation from investments......     6,265          5,157           1,457            3,108
                                                               -------        -------         -------          -------
Net realized/unrealized gains from investments..............     7,850          4,332           1,380            3,047
                                                               -------        -------         -------          -------
Change in net assets resulting from operations..............   $13,433        $10,873         $ 2,302          $ 5,504
                                                               =======        =======         =======          ======= 

</TABLE>

See notes to financial statements.

34
                                     B-218
<PAGE>   524
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                      (AMOUNTS IN THOUSANDS)
                                               GOVERNMENT                     LIMITED                    INTERMEDIATE
                                                ARM FUND                 VOLATILITY FUND                   BOND FUND
                                          -----------------------    -------------------------      ----------------------
                                          SIX MONTHS       YEAR       SIX MONTHS       YEAR          SIX MONTHS     YEAR
                                             ENDED         ENDED        ENDED          ENDED            ENDED      ENDED
                                          DECEMBER 31,    JUNE 30,   DECEMBER 31,     JUNE 30,      DECEMBER 31,   JUNE 30, 
                                             1995           1995        1995           1995             1995        1995
                                          -----------    ---------   ------------     --------      ------------   --------
                                          (UNAUDITED)                (UNAUDITED)                     (UNAUDITED)
<S>                                     <C>           <C>          <C>         <C>              <C>          <C>
FROM INVESTMENT ACTIVITIES:                           
OPERATIONS:                                           
      Net investment income................$  1,493    $   4,538     $ 13,166       $  24,649       $  6,989     $  9,509
      Net realized gains (losses) from                                                            
        investment transactions............    (221)      (2,023)         403          (7,605)         1,337       (4,330)
      Net change in unrealized appreciation                                                       
        from investments...................     199        1,410        5,076          14,800          3,291        7,307
                                           --------    ---------     --------       ---------       --------     --------
Change in net assets resulting from                                                               
  operations...............................   1,471        3,925       18,645          31,844         11,617       12,486
                                           --------    ---------     --------       ---------       --------     --------
                                                                                                  
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:                                                          
      From net investment income...........  (1,401)      (3,574)     (12,716)        (23,512)        (6,735)      (9,373)
      In excess of net investment income...                 (222)                        (107)    
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                                                            
      From net investment income...........     (58)        (554)        (373)           (732)          (220)        (136)
      In excess of net investment income...                  (12)                         (16)    
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                                                            
      From net investment income...........      (5)          (5)         (77)           (121)           (31)          (1)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:                                                            
      From net investment income...........                                                (3)    
                                           --------    ---------     --------       ---------       --------     --------
Change in net assets from shareholder                                                             
  distributions............................  (1,464)      (4,367)     (13,166)        (24,491)        (6,986)      (9,510)
                                           --------    ---------     --------       ---------       --------     --------
CAPITAL TRANSACTIONS:                                                                             
      Proceeds from shares issued..........   8,887       35,084       47,848         157,468         58,721      126,318
      Proceeds from shares issued in                                                              
        connection with acquisition........                                                                        39,916
      Dividends reinvested.................     539        1,806        3,974           8,292          1,798        2,748
      Cost of shares redeemed.............. (23,177)    (139,268)     (46,864)       (211,545)       (29,391)     (74,018)
                                           --------    ---------     --------       ---------       --------     --------
Change in net assets from share                                                                   
  transactions............................. (13,751)    (102,378)       4,958         (45,785)        31,128       94,964
                                           --------    ---------     --------       ---------       --------     --------
Change in net assets....................... (13,744)    (102,820)      10,437         (38,432)        35,759       97,940
NET ASSETS:                                                                                       
      Beginning of period..................  55,841      158,661      426,168         464,600        196,423       98,483
                                           --------    ---------     --------       ---------       --------     --------
      End of period........................$ 42,097    $  55,841     $436,605       $ 426,168       $232,182     $196,423
                                           ========    =========     ========       =========       ========     ========
SHARE TRANSACTIONS:                                                                               
      Issued...............................     903        3,568        4,530          15,271          5,845       12,678
      Issued in connection with acquisition                                                                         4,204
      Reinvested...........................      54          183          376             803            179          282
      Redeemed.............................  (2,357)     (14,185)      (4,435)        (20,592)        (2,921)      (7,677)
                                           ========    =========     ========       =========       ========     ========
Change in shares...........................  (1,399)     (10,434)         471          (4,518)         3,103        9,487
                                           ========    =========     ========       =========       ========     ========
UNDISTRIBUTED (DISTRIBUTIONS IN                                                                   
  EXCESS OF) NET INVESTMENT INCOME                                                                
  INCLUDED IN NET ASSETS:                                                                         
      End of period....................... $   (207)   $    (236)    $   (122)      $    (122)      $    119     $    116
                                           ========    =========     ========       =========       ========     ========
</TABLE>
See notes to financial statements.

                                                                             35

                                     B-219
<PAGE>   525
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                          (AMOUNTS IN THOUSANDS)
                                               GOVERNMENT                        INCOME                    INTERMEDIATE TAX-
                                               BOND FUND                        BOND FUND                   FREE BOND FUND
                                          -----------------------         ------------------------       ------------------------
                                          SIX MONTHS        YEAR          SIX MONTHS         YEAR         SIX MONTHS       YEAR
                                             ENDED         ENDED             ENDED           ENDED           ENDED         ENDED
                                          DECEMBER 31,    JUNE 30,        DECEMBER 31,      JUNE 30,      DECEMBER 31,    JUNE 30,
                                             1995           1995             1995            1995            1995           1995
                                          ------------    --------        ------------      --------      -----------     -------
                                          (UNAUDITED)                     (UNAUDITED)                     (UNAUDITED)
<S>                                     <C>            <C>            <C>            <C>                <C>          <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
      Net investment income................$ 12,903       $ 19,067        $  16,808        $ 34,411         $  5,583      $ 10,310
      Net realized gains (losses) from                                    
        investment transactions............     589         (7,094)              91         (53,134)           1,585         1,387
      Net change in unrealized appreciation                               
        from investments...................  11,361         16,133           13,349          68,445            6,265         1,623
                                           --------       --------        ---------        --------         --------      --------
Change in net assets resulting from                                       
  operation................................  24,853         28,106           30,248          49,722           13,433        13,320
                                           --------       --------        ---------        --------         --------      --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:                                  
      From net investment income........... (12,513)       (18,433)         (16,486)        (33,925)          (5,392)       (9,992)
      In excess of net investment income...                   (300)                             (61)
      From net realized gains from                                        
        investment transactions............                                                                     (468)
      In excess of net realized gains from                                
        investment transactions............                                                  (2,306)       
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                                    
      From net investment income...........    (290)          (247)            (247)           (338)            (165)         (237)
      In excess of net investment income...                     (4)                             (11)                           (11)
      From net realized gains from                                        
        investment transactions............                                                                      (17)
      In excess of net realized gains from                                
        investment transactions............                                                     (24)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                                    
      From net investment income...........     (99)           (76)             (75)            (73)             (26)          (35)
      From net realized gains from                                        
        investment transactions............                                                                       (3)
      In excess of net realized gains from                                
        investment transactions............                                                      (5)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:                                    
      From net investment income...........                                                     (11)
      In excess of net realized gains from                                
        investment transactions............                                                      (1)
                                           --------       --------        ---------        --------         --------      --------
Change in net assets from shareholder                                     
        distributions...................... (12,902)       (19,060)         (16,808)        (36,755)          (6,071)      (10,275)
                                           --------       --------        ---------        --------         --------      --------
CAPITAL TRANSACTIONS:                                                     
      Proceeds from shares issued..........  75,421        175,681           72,516         147,583           49,833        76,973
      Proceeds from shares issued in                                      
        connection with acquisition........                 96,760        
      Dividends reinvested.................   4,122          7,435            6,007          17,360              939         1,337
      Cost of shares redeemed.............. (51,360)      (110,491)         (57,801)       (261,301)         (46,148)      (52,112)
                                           --------       --------        ---------        --------         --------      --------
Change in net assets from share                                           
      transactions.........................  28,183        169,385           20,722         (96,358)           4,624        26,198
                                           --------       --------        ---------        --------         --------      --------
Change in net assets.......................  40,134        178,431           34,162         (83,391)          11,986        29,243
NET ASSETS:                                                               
      Beginning of period.................. 390,469        212,038          482,807         566,198          217,959       188,716
                                           --------       --------        ---------        --------         --------      --------
      End of period........................$430,603       $390,469        $ 516,969        $482,807         $229,945      $217,959
                                           ========       ========        =========        ========         ========      ========
SHARE TRANSACTIONS:                                                       
      Issued...............................   7,636         17,640            7,563          16,030            4,657         7,387
      Issued in connection with acquisition                 10,564        
      Reinvested...........................     417            789              627           1,893               87           128
      Redeemed.............................  (5,191)       (11,871)          (6,034)        (28,705)          (4,283)       (5,012)
                                           ========       ========        =========        ========         ========      ========
Change in shares...........................   2,862         17,122            2,156         (10,782)             461         2,503
                                           ========       ========        =========        ========         ========      ========
                                                                          
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)                                
 NET INVESTMENT INCOME INCLUDED IN NET                                    
  ASSETS:                                                                 
      End of period........................$   (301)      $   (302)       $    (357)       $    (71)        $     11      $     11
                                           ========       ========        =========        ========         ========      ========
</TABLE>
See notes to financial statements.



36
                                     B-220
<PAGE>   526
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                         (Amounts In Thousands)
                                               TAX-FREE                    KENTUCKY MUNICIPAL               OHIO MUNICIPAL
                                               BOND FUND                      BOND FUND                       BOND FUND
                                          ---------------------         ------------------------        -------------------------
                                          SIX MONTHS      YEAR          SIX MONTHS      PERIOD          SIX MONTHS         YEAR
                                             ENDED       ENDED             ENDED         ENDED             ENDED           ENDED  
                                          DECEMBER 31,  JUNE 30,        DECEMBER 31,    JUNE 30,        DECEMBER 31,      JUNE 30,
                                             1995         1995             1995           1995              1995           1995  
                                          ------------  --------        ------------    --------        ------------      --------
                                          (UNAUDITED)                   (UNAUDITED)                      UNAUDITED)
<S>                                     <C>        <C>              <C>            <C>               <C>             <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
      Net investment income...............$  6,541     $ 10,865         $   922         $   886           $ 2,457       $  5,282
      Net realized losses from                                                                           
        investment transactions...........    (825)      (3,212)            (77)           (447)              (61)        (3,290)
      Net change in unrealized appreciation                                                              
        from investments...................  5,157        3,441           1,457           2,403             3,108          3,601
                                          --------     --------         -------         -------           -------       --------
Change in net assets resulting from                                                                      
 operations ............................... 10,873       11,094           2,302           2,842             5,504          5,593
                                          --------     --------         -------         -------           -------       --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:                                                                 
      From net investment income........... (5,866)      (9,899)           (730)           (704)           (2,057)        (4,520)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                                                                   
      From net investment income...........   (424)        (593)           (188)           (182)             (313)          (627)
      In excess of net investment income...                                                                                  (22)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                                                                   
      From net investment income ..........   (251)        (343)             (4)                              (87)          (112)
      In excess of net investment income...                                                                                   (1)
      In excess of net realized gains from                                                               
        investment transactions...........                                                               
                                          --------     --------         -------         -------           -------       --------
Changes in net assets from shareholder                                                                   
      distributions.......................  (6,541)     (10,835)           (922)           (886)           (2,457)        (5,282)
                                          --------     --------         -------         -------           -------       --------
CAPITAL TRANSACTIONS:                                                                                    
      Proceeds from shares issued.........  51,581       92,292           4,095          13,688             8,279         12,266
      Dividends reinvested................     777        1,490             102             117               363            870
      Cost of shares redeemed............. (22,070)     (56,680)         (5,219)        (16,297)           (9,650)       (28,426)
                                          --------     --------         -------         -------           -------       --------
Change in net assets from share                                                                          
  transactions............................  30,288       37,102          (1,022)         (2,492)           (1,008)       (15,290)
                                          --------     --------         -------         -------           -------       --------
Change in net assets......................  34,620       37,361             358            (536)            2,039        (14,979)
NET ASSETS:                                                                                              
      Beginning of period................. 205,704      168,343          41,417          41,953            95,208        110,187
                                          --------     --------         -------         -------           -------       --------
      End of period.......................$240,324     $205,704         $41,775         $41,417           $97,247       $ 95,208
                                          ========     ========         =======         =======           =======       ========
SHARE TRANSACTIONS:                                                                                      
      Issued..............................   5,275        9,619             405           1,341               762          1,160
      Reinvested..........................      81          155              10              12                34             82
      Redeemed............................  (2,256)      (5,967)           (519)         (1,602)             (895)        (2,717)
                                          ========     ========         =======         =======           =======       ========
Change in shares..........................   3,099        3,807            (104)           (249)              (98)        (1,475)
                                          ========     ========         =======         =======           =======       ========
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)                                                               
  NET INVESTMENT INCOME INCLUDED IN NET                                                                  
   ASSETS:                                                                                               
      End of period.......................$     19     $     19         $               $                 $     8       $      8
                                          ========     ========         =======         =======           =======       ========
<FN>
- -----------
(a) For the period from January 20, 1995 (date merged) to June 30, 1995.

</TABLE>



See notes to financial statements.


                                                                             37
                                     B-221
<PAGE>   527
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                DECEMBER 31, 1995
(Unaudited)

1. ORGANIZATION: 

   The One Group (the "Trust") is registered under the Investment Company Act of
   1940, as amended (the "1940 Act"), as an open-end investment company
   established as a Massachusetts business trust. The Trust is registered to
   offer four classes of shares: Fiduciary, Class A, Class B and Service. The
   Trust currently offers twenty-three funds. The accompanying financial
   statements and financial highlights are those of the Income Bond Fund, the
   Government Bond Fund, the Intermediate Bond Fund, the Limited Volatility Bond
   Fund, the Government ARM Fund, the Tax-Free Bond Fund, the Ohio Municipal
   Bond Fund, the Kentucky Municipal Bond Fund, and the Intermediate Tax-Free
   Bond Fund, (individually, a "Fund" collectively, the "Funds") only. The Funds
   are each offered in Fiduciary Class, Class A and Class B Shares. Class A
   Shares are subject to initial sales charges imposed at the time of purchase,
   in accordance with the Funds' prospectuses. Certain redemptions of Class B
   Shares are subject to contingent deferred sales charges, in accordance with
   the Funds' prospectuses. Each Fund is a diversified mutual fund, except for
   the Ohio Municipal Bond Fund and the Kentucky Municipal Bond Fund, which are
   non-diversified. Effective February 7, 1996, the Tax-Free Bond Fund was
   renamed the Municipal Income Fund.

   The Trust entered into an Agreement and Plan of Reorganization (the
   "Agreement") with The Paragon Portfolio ("Paragon"), a Massachusetts business
   trust. The Agreement contemplates the transfer of all of the assets and
   liabilities of each Paragon Fund in exchange for shares of the corresponding
   One Group Fund. The Trustees of Paragon intend to seek approval of the
   Agreement at a special shareholder meeting to be held March 25, 1996.

2. SIGNIFICANT ACCOUNTING POLICIES:

   The following is a summary of significant accounting policies followed by the
   Trust in the preparation of its financial statements. The policies are in
   conformity with generally accepted accounting principles.

     SECURITY VALUATION 

     Corporate debt securities and debt securities of U.S. issuers (other than
     short-term investments maturing in 60 days or less), including municipal
     securities, are valued on the basis of valuations provided by dealers or by
     an independent pricing service approved by the Board of Trustees.
     Short-term investments maturing in 60 days or less are valued at amortized
     cost, which approximates market value. Futures contracts are valued at the
     settlement price established each day by the board of trade or an exchange
     on which they are traded. Options traded on an exchange are valued using
     the last sale price or, in the absence of a sale, the last offering price.
     Options traded over-the-counter are valued using dealer-supplied
     valuations. Investments for which there are no such quotations or
     valuations are valued at fair value as determined in good faith by the
     investment adviser under the direction of the Board of Trustees.

     REPURCHASE AGREEMENTS

     Each Fund may invest in repurchase agreements with institutions that the
     Fund's investment adviser has determined are creditworthy. Each repurchase
     agreement is recorded at cost. The Fund requires that the securities
     purchased in a repurchase transaction be transferred to the custodian in a
     manner sufficient to enable the Fund to obtain those securities in the
     event of a counterparty default. The seller, under the repurchase
     agreement, is required to maintain the value of the securities held at not
     less than the repurchase price, including accrued interest.

     WRITTEN OPTIONS 

     The Funds may write covered call or put options for which premiums received
     are recorded as liabilities and are subsequently adjusted to the current
     value of the options written. Premiums received from writing options


Continued

38

                                    B-222
<PAGE>   528
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

     which expire are treated as realized gains. Premiums received from writing
     options, which are either exercised or closed, are offset against the
     proceeds received or amount paid on the transaction to determine realized
     gains or losses.

     FUTURES CONTRACTS 

     The Funds may enter into futures contracts for the delayed delivery of
     securities at a fixed price at some future date or for the change in the
     value of a specified financial index over a predetermined time period. Cash
     or securities are deposited with brokers in order to maintain a position.
     Subsequent payments made or received by the fund based on the daily change
     in the market value of the position are recorded as unrealized appreciation
     or depreciation until the contract is closed out, at which time the
     appreciation or depreciation is realized.

     INDEXED SECURITIES 

     The Funds may invest in indexed securities whose value is linked either
     directly or inversely to changes in foreign currencies, interest rates,
     commodities, indices or other reference instruments. Indexed securities may
     be more volatile than the referenced instrument itself, but any loss is
     limited to the amount of the original investment.

     MORTGAGE ROLLS 

     The Funds may enter into mortgage "dollar rolls" in which the Fund sells
     mortgage-backed securities for delivery in the current month and
     simultaneously contracts to repurchase substantially similar securities on
     a specified future date. During the roll period, the Fund forgoes principal
     and interest paid on the mortgage-backed securities. The Fund is
     compensated by fee income, for the difference between the current sales
     price and the lower forward price for the future purchase.

     SECURITY TRANSACTIONS AND RELATED INCOME 

     Security transactions are accounted for on a trade date basis. Net realized
     gains or losses on sales of securities are determined on the specific
     identification cost method. Interest income and expenses are recognized on
     the accrual basis. Interest income, including any discount or premium, is
     accrued as earned using the effective interest method.

     SECURITIES LENDING 

     To generate additional income, the Funds may lend up to 33% of securities
     in which they are invested pursuant to agreements requiring that the loan
     be continuously secured by cash, U.S. Government or U.S. Government Agency
     securities, shares of an investment trust or mutual fund, or any
     combination of cash and such securities as collateral equal at all times to
     at least 100% of the market value plus accrued interest on the securities
     lent. The Funds continue to earn interest on securities lent while
     simultaneously seeking to earn interest on the investment of collateral.
     Collateral is marked to market daily to provide a level of collateral at
     least equal to the market value of securities lent. There may be risks of
     delay in recovery of the securiteies or even loss of rights in the
     collateral should the borrower of the securities fail financially. However,
     loans will be made only to borrowers deemed by the Adviser to be of good
     standing and credit worthy under guidelines established by the Board of
     Trustees and when, in the judgment of the Adviser, the consideration which
     can 

Continued


                                                                             39

                                     B-223
<PAGE>   529
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

     be earned currently from such securities loans justifies the attendant
     risk. Loans are subject to termination by the Funds or the borrower at any
     time, and are, therefore, not considered to be illiquid investments. As of
     December 31, 1995, the following Funds had securities with the following
     market values on loan:

<TABLE>
<CAPTION>
                                                                  Market Value
                                                                   of Loaned
                                                                   Securities
                                                                  -----------
<S>                                                             <C>
         Limited Volatility Bond Fund....................        $243,536,370
         Intermediate Bond Fund..........................         142,179,946
         Government Bond Fund............................         211,376,529
         Income Bond Fund................................         147,627,420
</TABLE>

     The loaned securities were fully collateralized by cash and U.S.
     Government Securities as of December 31, 1995.

     EXPENSES 

     Expenses directly attributable to a Fund are charged directly to that Fund,
     while the expenses which are attributable to more than one fund of the
     Trust are allocated among the respective Funds. Each class of shares bears
     its pro-rata portion of expenses attributable to its series, except that
     each class separately bears expenses, such as distribution fees related
     specifically to that class.

     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS 

     Dividends from net investment income are declared daily and paid monthly
     for the Funds. Net realized capital gains, if any, are distributed at least
     annually. Dividends are declared separately for each class. No class has
     preferential dividend rights; differences in per share dividend rates are
     generally due to differences in separate class expenses.

     Distributions from net investment income and from net capital gains are
     determined in accordance with income tax regulations which may differ from
     generally accepted accounting principles. These differences are due
     primarily to differing treatments for mortgage-backed securities, expiring
     capital loss carryforwards, and deferrals of certain losses. Permanent book
     and tax basis differences, which affect shareholder distributions, have
     been reclassified to additional paid-in capital.

     ORGANIZATION COSTS 

     Costs incurred by the Trust in connection with its organization, including
     the fees and expenses of registering and qualifying its shares for
     distribution have been deferred and are being amortized using the
     straight-line method over a period of five years beginning with the
     commencement of each Fund's operations. All such costs, which are
     attributable to more than one fund, have been allocated among the funds of
     the Trust pro-rata, based on the relative net assets of each fund. In the
     event that any of the initial shares are redeemed during such period by any
     holder thereof, the related fund will be reimbursed by such holder for any
     unamortized organization costs in the proportion as the number of initial
     shares being redeemed bears to the number of initial shares outstanding at
     the time of redemption.
  
     FEDERAL INCOME TAXES 

     The Trust treats each Fund as a separate entity for Federal income tax
     purposes. Each Fund intends to continue to qualify as a regulated
     investment company by complying with the provisions available to certain

Continued

40

                                      B-224
<PAGE>   530
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

     investment companies as defined in applicable sections of the Internal
     Revenue Code, and to make distributions of net investment income and net
     realized capital gains sufficient to relieve it from all, or substantially
     all, federal income taxes.

     ESTIMATES 

     The preparation of financial statements requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of income and expenses for the period. Actual results could differ
     from those estimates.

3.   SHARES OF BENEFICIAL INTEREST:

     The Trust is authorized to issue an unlimited number of shares of
     beneficial interest, with no par value which may, without shareholder
     approval, be divided into an unlimited number of series of such shares and
     any series may be classified or reclassified into one or more classes.
     Currently, shares of the Trust are registered to be offered through
     twenty-nine series and four classes: Fiduciary, Class A, Class B and
     Service. The Service Shares commenced offering on January 17, 1994 when
     they were designated as "Retirement" Shares. On April 4, 1995, the name of
     the Retirement Shares was changed to "Service" Shares. During the year
     ended June 30, 1995, Service Shares transferred to Class A Shares. As of
     June 30, 1995 and through December 31, 1995, there were no shareholders in
     the Service Class. Shareholders are entitled to one vote for each full
     share held and will vote in the aggregate and not by class or series,
     except as otherwise expressly required by law or when the Board of Trustees
     has determined that the matter to be voted on affects only the interest of
     shareholders of a particular class or series. The following is a summary of
     transactions in Fund shares for the periods ended December 31, 1995 and
     June 30, 1995:


Continued
                                                                            41

                                   B-225
<PAGE>   531
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                 DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                  (Amounts in Thousands)
                                         GOVERNMENT ARM            LIMITED VOLATILITY               INTERMEDIATE
                                              FUND                       BOND FUND                   BOND FUND
                                    --------------------------  ----------------------------   --------------------------
                                         SIX MONTHS     YEAR       SIX MONTHS         YEAR     SIX MONTHS          YEAR
                                           ENDED        ENDED        ENDED            ENDED       ENDED            ENDED
                                         DECEMBER 31,  JUNE 30,    DECEMBER 31,      JUNE 30,   DECEMBER 31,      JUNE 30,
                                           1995         1995          1995            1995        1995             1995
                                         ------------  --------   ------------      --------   ------------      --------
                                         (UNAUDITED)             (UNAUDITED)                  (UNAUDITED)
<S>                                       <C>        C>         <C>            <C>             <C>          <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
      Proceeds from shares issued........ $  8,756    $  34,868   $  45,700        $ 152,849     $  51,371      $125,119
      Proceeds from shares issued                                                                
        in connection with acquisition...                                                                         35,113
      Dividends reinvested...............      501        1,732       3,699            7,661         1,667         2,663
      Cost of shares redeemed............  (19,868)    (124,793)    (45,117)        (204,209)      (28,322)      (73,001)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in net assets from Fiduciary                                                        
        share transactions............... $(10,611)   $ (88,193)  $   4,282        $ (43,699)    $  24,716      $ 89,894
                                          ========    =========   =========        =========     =========      ========
CLASS A SHARES:                                                                                  
      Proceeds from shares issued........ $    107    $      70   $   1,753        $   3,343     $   5,559      $    934
      Proceeds from shares issued in                                                             
        connection with acquisition......                                                                          4,803
      Dividends reinvested...............       35           70         220              518           115            84
      Cost of shares redeemed............   (3,309)     (14,471)     (1,346)          (6,811)       (1,009)       (1,016)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in net assets from Class A                                                          
        share transactions............... $ (3,167)   $ (14,331)  $     627        $  (2,950)    $   4,665      $  4,805
                                          ========    =========   =========        =========     =========      ========
CLASS B SHARES:                                                                                  
      Proceeds from shares issued........ $     24    $     146   $     395        $   1,164     $   1,791      $    265
      Dividends reinvested...............        3            4          55              110            16             1
      Cost of shares redeemed............                    (4)       (401)            (391)          (60)           (1)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in net assets from Class B                                                          
        share transactions............... $     27    $     146   $      49        $     883     $   1,747      $    265
                                          ========    =========   =========        =========     =========      ========
SERVICE SHARES:                                                                                  
      Proceeds from shares issued........                                          $     112     
      Dividends reinvested...............                                                  3     
      Cost of shares redeemed............                                               (134)    
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in net assets from Service                                                          
        share transactions...............                                          $     (19)    
                                          ========    =========   =========        =========     =========      ========
SHARE TRANSACTIONS:                                                                              
FIDUCIARY SHARES:                                                                                
      Issued.............................      888        3,545       4,325           14,826         5,117        12,567
      Issued in connection with                                                                  
        acquisition......................                                                                          3,700
      Reinvested.........................       53          176         351              742           165           274
      Redeemed...........................   (2,020)     (12,706)     (4,270)         (19,884)       (2,815)       (7,573)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in Fiduciary Shares.........   (1,079)      (8,985)        406           (4,316)        2,467         8,968
                                          ========    =========   =========        =========     =========      ========
CLASS A SHARES:                                                                                  
      Issued.............................       13            8         167              323           551            84
      Issued in connection with                                                                  
        acquisition......................                                                                            504
      Reinvested.........................        1            7          20               50            12             8
      Redeemed...........................     (337)      (1,479)       (127)            (658)         (100)         (104)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in Class A Shares...........     (323)      (1,464)         60             (285)          463           492
                                          ========    =========   =========        =========     =========      ========
CLASS B SHARES:                                                                                  
      Issued.............................        2           15          38              111           177            27
      Reinvested.........................                                 5               11             2
      Redeemed...........................                               (38)             (38)           (6)
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in Class B Shares...........        2           15           5               84           173            27
                                          ========    =========   =========        =========     =========      ========
SERVICE SHARES:                                                                                  
      Issued.............................                                                 11     
      Reinvested.........................                                                        
      Redeemed...........................                                                (12)    
                                          --------    ---------   ---------        ---------     ---------      --------
      Change in Service Shares...........                                                 (1)    
                                          ========    =========   =========        =========     =========      ========
</TABLE>


Continued

42
                                     B-226
<PAGE>   532
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                       (Amounts in Thousands)    
                                                 GOVERNMENT                                             INTERMEDIATE TAX-FREE
                                                  BOND FUND               INCOME BOND FUND                    BOND FUND
                                         ------------------------       -----------------------        ------------------------
                                          SIX MONTHS        YEAR        SIX MONTHS        YEAR         SIX MONTHS        YEAR
                                           ENDED           ENDED          ENDED          ENDED           ENDED           ENDED
                                         DECEMBER 31,     JUNE 30,      DECEMBER 31,    JUNE 30,       DECEMBER 31,     JUNE 30,
                                            1995            1995            1995          1995            1995           1995 
                                         -----------      --------      ------------    --------       ------------     --------
                                         (UNAUDITED)                    (UNAUDITED)                     (UNAUDITED)
<S>                                      <C>          <C>               <C>           <C>           <C>           <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
      Proceeds from shares issued.........$  69,048      $  170,196      $  68,056       $ 142,061      $ 46,963       $ 74,654
      Proceeds from shares issued                                                                      
        in connection with acquisition....                   92,808                                    
      Dividends reinvested................    3,887           7,203          5,812          17,045           794          1,137
      Cost of shares redeemed.............  (49,992)       (108,841)       (56,157)       (257,754)      (45,265)       (50,142)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in net assets from Fiduciary                                                              
        share transactions................$  22,943      $  161,366      $  17,711       $ (98,648)     $  2,492       $ 25,649
                                          =========      ==========      =========       =========      ========       ========
CLASS A SHARES:                                                                                        
      Proceeds from shares issued.........$   3,741      $    3,603      $   2,962       $   3,989      $  2,502       $  1,577
      Proceeds from shares issued in                                                                   
        connection with acquisition.......                    3,952                                    
      Dividends reinvested................      180             178            156             260           124            176
      Cost of shares redeemed.............   (1,084)         (1,509)        (1,365)         (2,993)         (692)        (1,755)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in net assets from Class A                                                                
        share transactions................$   2,837      $    6,224      $   1,753       $   1,256      $  1,934       $     (2)
                                          =========      ==========      =========       =========      ========       ========
CLASS B SHARES:                                                                                        
      Proceeds from shares issued.........$   2,632      $    1,870      $   1,498       $   1,213      $    368       $    742
      Dividends reinvested................       55              54             39              43            21             24
      Cost of shares redeemed.............     (284)           (129)          (279)           (151)         (191)          (215)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in net assets from Class B                                                                
        share transactions................$   2,403      $    1,795      $   1,258       $   1,105      $    198       $    551
                                          =========      ==========      =========       =========      ========       ========
SERVICE SHARES:                                                                                        
      Proceeds from shares issued.........               $       12                      $     320     
      Dividends reinvested................                                                      12     
      Cost of shares redeemed.............                      (12)                          (403)    
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in net assets from Service                                                                
        share transactions................               $        0                      $     (71)    
                                          =========      ==========      =========       =========      ========       ========
SHARE TRANSACTIONS:                                                                                    
FIDUCIARY SHARES:                                                                                      
      Issued..............................    6,989          17,086          7,100          15,438         4,389          7,168
      Issued in connection with                                                                        
        acquisition.......................                   10,133                                                    
      Reinvested..........................      394             764            607           1,859            73            109
      Redeemed............................   (5,053)        (11,695)        (5,863)        (28,323)       (4,202)        (4,824)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in Fiduciary Shares..........    2,330          16,288          1,844         (11,026)          260          2,453
                                          =========      ==========      =========       =========      ========       ========
CLASS A SHARES:                                                                                        
      Issued..............................      379             359            308             427           235            148
      Issued in connection with                                                                        
       acquisition........................                      431                                    
      Reinvested..........................       18              19             16              28            11             17
      Redeemed............................     (109)           (161)          (142)           (323)          (64)          (167)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in Class A Shares............      288             648            182             132           182            (2)
                                          =========      ==========      =========       =========      ========       ========
CLASS B SHARES:                                                                                        
      Issued..............................      268             194            155             130            33             71
      Reinvested..........................        5               6              4               5             3              2
      Redeemed............................      (29)            (14)           (29)            (17)          (17)           (21)
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in Class B Shares............      244             186            130             118            19             52
                                          =========      ==========      =========       =========      ========       ========
SERVICE SHARES:                                                                                        
      Issued..............................                        1                             35     
      Reinvested..........................                                                       1     
      Redeemed............................                       (1)                           (42)    
                                          ---------      ----------     ----------      ----------      --------       --------
      Change in Service Shares............                        0                             (6)    
                                          =========      ==========      =========       =========      ========       ========
</TABLE>


Continued


                                                                             43
                                     B-227
<PAGE>   533
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                     (Amounts in Thousands)
                                           Tax-Free Bond Fund     Kentucky Municipal Bond Fund  Ohio Municipal Bond Fund
                                        ------------------------- ----------------------------  ------------------------
                                        Six months        Year      Six months      Period       Six months       Year
                                           ended          Ended        ended         Ended          ended        Ended
                                        December 31,     June 30,   December 31,    June 30,    December 31,    June 30,
                                           1995           1995          1995        1995(a)         1995         1995
                                        ------------   ----------   ------------   ----------   ------------   ----------
                                        (Unaudited)                 (Unaudited)                 (Unaudited)
<S>                                       <C>            <C>           <C>          <C>            <C>          <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:                        
      Proceeds from shares issued........ $ 40,106       $ 84,681      $ 3,583      $  2,966       $  4,816      $  9,413
      Dividends reinvested...............      365            805           15             6            107           298
      Cost of shares redeemed............  (19,255)       (52,518)      (4,315)      (14,827)        (8,767)      (23,281)
                                          --------       --------      -------      --------       --------      --------
      Change in net assets from Fiduciary 
        share transactions............... $ 21,216       $ 32,968      $  (717)     $(11,855)      $ (3,844)     $(13,570)
                                          ========       ========      =======      ========       ========      ========
CLASS A SHARES:                          
      Proceeds from shares issued........ $  7,432       $  2,951      $   353      $ 10,642       $  1,622      $  1,338
      Dividends reinvested...............      281            470           86           111            204           486
      Cost of shares redeemed............   (2,280)        (2,721)        (904)       (1,470)          (790)       (4,694)
                                          --------       --------      -------      --------       --------      --------
      Change in net assets from Class A 
        share transactions............... $  5,433       $    700      $  (465)     $  9,283       $  1,036      $ (2,870)
                                          ========       ========      =======      ========       ========      ========
CLASS B SHARES:
      Proceeds from shares issued........ $  4,043       $  4,660      $   159      $     80       $  1,841      $  1,515
      Dividends reinvested...............      131            215            1                           52            86
      Cost of shares redeemed............     (535)        (1,441)                                      (93)         (451)
                                          --------       --------      -------      --------       --------      --------
      Change in net assets from Class B 
        share transactions............... $  3,639       $  3,434      $   160      $     80       $  1,800      $  1,150
                                          ========       ========      =======      ========       ========      ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
      Issued.............................    4,103          8,830          353           307            444           892
      Reinvested.........................       38             84            2             1             10            28
      Redeemed...........................   (1,970)        (5,532)        (429)       (1,453)          (813)       (2,223)
                                          --------       --------      -------      --------       --------      --------
      Change in Fiduciary Shares.........    2,171          3,382          (74)       (1,145)          (359)       (1,303)
                                          ========       ========      =======      ========       ========      ========
CLASS A SHARES:
      Issued.............................      758            304           36         1,026            149           126
      Reinvested.........................       29             49            8            11             19            46
      Redeemed...........................     (231)          (283)         (90)         (149)           (73)         (451)
                                          --------       --------      -------      --------       --------      --------
      Change in Class A Shares...........      556             70          (46)          888             95          (279)
                                          ========       ========      =======      ========       ========      ========
CLASS B SHARES:
      Issued.............................      414            485           16             8            169           142
      Reinvested.........................       14             22                                         5             8
      Redeemed...........................      (55)          (152)                                       (9)          (43)
                                          --------       --------      -------      --------       --------      --------
      Change in Class B Shares...........      373            355           16             8            165           107
                                          ========       ========      =======      ========       ========      ========
</TABLE>





Continued
                                    B-228
44
<PAGE>   534

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                 DECEMBER 31, 1995
(Unaudited)

4.   INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS: 

     The Trust and Banc One Investment Advisors Corporation (the "Adviser") are
     parties to an investment advisory agreement under which the Adviser is
     entitled to receive an annual fee, computed daily and paid monthly, equal
     to the following percentages of the Funds' average daily net assets: 0.60%
     of the Income Bond, the Intermediate Bond, Limited Volatility Bond, Ohio
     Municipal Bond, Kentucky Municipal Bond, and Intermediate Tax-Free Bond
     Funds; 0.55% of the Government ARM Fund, and 0.45% of the Government Bond
     and Tax-Free Bond Funds.

     The Trust and The One Group Services Company (the "Administrator"), a
     wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
     administration agreement under which the Administrator provides services
     for a fee that is computed daily and payable monthly at an annual rate of
     0.20% of each fund's average daily net assets on the first $1.5 billion of
     Trust net assets (excluding the Treasury Only Money Market Fund and the
     Government Money Market Fund - the "Institutional Money Market Funds");
     0.18% on the next $0.5 billion of Trust net assets (excluding the
     Institutional Money Market Funds); and 0.16% on Trust net assets (excluding
     the Institutional Money Market Funds) over $2 billion. The Adviser also
     serves as Sub-Administrator to each fund of the Trust, pursuant to an
     agreement between the Administrator and the Adviser. Pursuant to this
     agreement, the Adviser performs many of the Administrator's duties, for
     which the Adviser receives a fee paid by the Administrator. Prior to
     November 30, 1995, The Shareholder Services Group d/b/a 440 Financial
     served as administrator of each Fund under essentially the same terms as
     the current administration agreement.

     The Trust and The One Group Services Company (the "Distributor") are
     parties to a distribution agreement under which shares of the Funds are
     sold on a continuous basis. Class A Shares and Class B Shares are subject
     to a distribution and shareholder services plans (the "Plans") pursuant to
     Rule 12b-1 under the 1940 Act. As provided in the Plans, the Trust will pay
     the Distributor a fee of 0.35% of the average daily net assets of Class A
     Shares of each of the Funds and 1.00% of the average daily net assets of
     the Class B Shares of each of the Funds. Currently, the Distributor has
     voluntarily agreed to limit payments under the Plans to 0.25% of average
     daily net assets of the Class A Shares of each Fund. Up to 0.25% of the
     fees payable under the Plans may be used as compensation for shareholder
     services by the Distributor and/or financial institutions and
     intermediaries. Fees paid under the Plan may be applied by the Distributor
     toward (i) compensation for its services in connection with distribution
     assistance or provision of shareholder services; or (ii) payments to
     financial institutions and intermediaries such as banks (including
     affiliates of the Adviser), brokers, dealers and other institutions,
     including the Distributor's affiliates and subsidiaries as compensation for
     services or reimbursement of expenses incurred in connection with
     distribution assistance or provision of shareholder services. Fiduciary
     Class Shares of each Fund are offered without distribution fees.

     Certain officers of the Trust are affiliated with the Adviser or the
     Administator. Such officers receive no compensation from the Funds for
     serving in their respective roles.

Continued

                                                                             45

                                     B-229
<PAGE>   535
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                      DECEMBER 31, 1995
(Unaudited)

The Adviser and Administrator voluntarily agreed to waive a portion of their
fees and to reimburse the Funds for certain expenses so that total expenses of
each Fund would not exceed certain annual expense limitations. For the period
ended December 31, 1995, fees in the following amounts were waived or reimbursed
to the Funds (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                                         12b-1 FEES
                                                                    INVESTMENT                            WAIVED/
                                                                  ADVISORY FEES    ADMINSTRATION         REIMBURSED
                                                                     WAIVED/        FEES WAIVED/     --------------------
                                                                    REIMBURSED       REIMBURSED      CLASS A      CLASS B
                                                                  -------------    -------------     -------      -------
<S>                                                                 <C>              <C>           <C>          <C>
Government ARM Fund..............................................       $108             $41            $1
Limited Volatility Bond Fund.....................................        696                             6           $3
Intermediate Bond Fund...........................................        391                             4            1
Government Bond Fund.............................................         55              15             5            2
Income Bond Fund.................................................        597                             4            1
Intermediate Tax-Free Bond Fund..................................        415                             4            1
Tax-Free Bond Fund...............................................        173              53             7            5
Kentucky Municipal Bond Fund.....................................         69               3             4
Ohio Municipal Bond Fund.........................................        158              14             6            2

</TABLE>

5.   SECURITIES TRANSACTIONS: 

     The cost of security purchases and the proceeds from the sale of securities
     (excluding short-term securities and purchased options) during the six
     months ended December 31, 1995 were as follows: (amounts in thousands)

<TABLE>
<CAPTION>
                                                                         U.S. GOVERNMENT                                  
                                                                            SECURITIES                OTHER SECURITIES    
                                                                     -----------------------       -----------------------
                                                                      PURCHASES        SALES        PURCHASES      SALES  
                                                                     -----------------------       ----------     --------
          <S>                                                   <C>              <C>            <C>            <C>        
          Government ARM Fund.................................       $  5,075       $ 17,832                              
          Limited Volatility Bond Fund........................        109,923         97,577       $  30,887      $ 35,792
          Intermediate Bond Fund..............................         96,655         66,897          32,866       133,361
          Government Bond Fund................................        165,284        118,078                         1,070
          Income Bond Fund....................................        122,750        112,516         137,114        92,867
          Intermediate Tax-Free Bond Fund.....................                                       152,523       139,845
          Tax-Free Bond Fund..................................                                        90,966        64,716
          Kentucky Municipal Bond Fund........................                                         4,114         4,360
          Ohio Municipal Bond Fund............................                                        17,218        13,268
</TABLE>

6.   FINANCIAL INSTRUMENTS 

     Investing in financial instruments such as written options, futures,
     structured notes and indexed securities involves risk in excess of the
     amounts reflected in the Statement of Assets and Liabilities. The face or
     contract amounts reflect the extent of the involvement the funds have in
     the particular class of instrument. Risks associated with these instruments
     include an imperfect correlation between the movements in the price of the
     instruments and the price of the underlying securities and interest rates,
     an illiquid secondary market for the instruments or inability of
     counterparties to perform under the terms of the contract. The Funds enter
     into these contracts primarily as a means to hedge against adverse
     fluctuations in securities.




CONTINUED

46
                                     B-230
<PAGE>   536
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Unaudited)

7. CONCENTRATION OF CREDIT RISK: 

   The Ohio and Kentucky Municipal Bond Funds invest in primarily debt 
   obligations issued by the respective States and their political
   subdivisions, agencies and public authorities to obtain funds for various
   public purposes. The Funds are more susceptible to economic and political
   factors adversely affecting issuers of the state's specific municipal
   securities than are municipal bond funds that are not concentrated in
   these issuers to the same extent.

Continued

                                                                             47
                                    B-231
<PAGE>   537
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                           GOVERNMENT ARM FUND
                          ---------------------------------------------------------------------------------------    
                                         FIDUCIARY                                      CLASS A                      
                          -----------------------------------------  --------------------------------------------    
                           SIX MONTHS                                 SIX MONTHS                                     
                             ENDED         YEARS ENDED JUNE, 30         ENDED             YEARS ENDED JUNE, 30       
                          DECEMBER 31,   --------------------------  DECEMBER 31,  ------------------------------       
                              1995       1995      1994    1993 (B)      1995       1995         1994    1993 (C)    
                          ------------   ----      ----    --------      ----       ----         ----    --------    
                          (UNAUDITED)                                (UNAUDITED)           
<S>                     <C>          <C>       <C>       <C>           <C>       <C>        <C>       <C>
NET ASSET VALUE,                                                                                                     
   BEGINNING OF PERIOD...$  9.84        $  9.85  $  10.03  $  10.00      $ 9.83     $  9.84   $  10.03   $  10.00    
                         -------        -------  --------  --------      ------     -------   --------   --------
Investment Activities                                                                                                
   Net investment income.   0.31           0.55      0.36      0.17        0.29        0.52       0.36       0.14    
   Net realized and                                                                                                  
    unrealized gains                                                                                                 
    (losses) from                                                                                                    
    investments..........                 (0.05)    (0.15)     0.03                   (0.06)     (0.17)      0.03    
                         -------        -------  --------  --------      ------     -------   --------   --------
Total from Investment                                                                                                
    Activities...........   0.31           0.50      0.21      0.20        0.29        0.46       0.19       0.17    
                         -------        -------  --------  --------      ------     -------   --------   --------
Distributions                                                                                                        
   Net investment income.  (0.30)         (0.48)    (0.37)    (0.17)      (0.28)      (0.46)     (0.34)     (0.14)   
   In excess of net                                                                                                  
    investment income....                 (0.03)    (0.02)                            (0.01)     (0.04)              
                         -------        -------  --------  --------      ------     -------   --------   --------
Total Distributions......  (0.30)         (0.51)    (0.39)    (0.17)      (0.28)      (0.47)     (0.38)     (0.14)   
                         -------        -------  --------  --------      ------     -------   --------   --------
NET ASSET VALUE,                                                                                                     
   END OF PERIOD.........$  9.85        $  9.84  $   9.85  $  10.03      $ 9.84     $  9.83   $   9.84   $  10.03    
                         =======        =======  ========  ========      ======     =======   ========   ========
Total Return (excludes                                                                                               
    sales charge)........   3.18%(e)       5.14%     2.16%     4.93%(d)    2.98%(e)    4.84%      1.95%      4.78%(d)
RATIOS/SUPPLEMENTARY DATA:                                                                                           
   Net Assets at end of                                                                                              
    period (000).........$40,456        $51,050  $139,593  $154,413      $1,455     $ 4,631   $ 19,053   $  3,106    
   Ratio of expenses to                                                                                              
    average net assets...   0.57%(d)       0.61%     0.65%     0.58%(d)    0.77%(d)    0.86%      0.89%      0.81%(d)
   Ratio of net                                                                                                      
    investment income to                                                                                             
    average net assets...   6.15%(d)       5.18%     3.70%     4.71%(d)    5.80%(d)    4.88%      3.54%      4.47%(d)
   Ratio of expenses to                                                                                              
    average net assets*..   1.18%(d)       1.01%     0.81%     1.03%(d)    1.48%(d)    1.36%      1.14%      1.34%(d)
   Ratio of net                                                                                                      
    investment income to                                                                                             
    net assets*..........   5.54%(d)       4.78%     3.54%     4.26%(d)    5.09%(d)    4.38%      3.29%      3.95%(d)
   Portfolio Turnover (f)  11.90%          2.91%   242.20%   109.96%      11.90%       2.91%    242.20%    109.96%   

                                  GOVERNMENT ARM FUND
                          --------------------------------
                                      CLASS B        
                          --------------------------------
                            SIX MONTHS      YEARS ENDED    
                             ENDED           JUNE, 30       
                          DECEMBER 31,   -----------------
                              1995       1995      1994(a)
                          ------------   ----      -------   
                          (UNAUDITED)                     
NET ASSET VALUE,
   BEGINNING OF PERIOD...$ 9.84         $ 9.86     $  9.98
                         ------         ------     -------
Investment Activities    
   Net investment income.  0.26           0.47        0.12
   Net realized and      
    unrealized gains     
    (losses) from        
    investments..........                (0.04)      (0.11)
                         ------         ------     -------
Total from Investment    
    Activities...........  0.26           0.43        0.01
                         ------         ------     -------
Distributions            
   Net investment income. (0.26)         (0.45)      (0.12)
   In excess of net      
    investment income....                            (0.01)
                         ------         ------     -------
Total Distributions...... (0.26)         (0.45)      (0.13)
                         ------         ------     -------
NET ASSET VALUE,         
   END OF PERIOD.........$ 9.84         $ 9.84     $  9.86
                         ======         ======     =======
Total Return (excludes   
    sales charge)........  2.65%(e)       4.77%      (0.09)%(e)
RATIOS/SUPPLEMENTARY DATA
   Net Assets at end of  
    period (000).........$  186         $  160     $    15
   Ratio of expenses to  
    average net assets...  1.19%(d)       1.31%       1.41%(d)
   Ratio of net          
    investment income to 
    average net assets...  5.93%(d)       4.91%       3.49%(d)
   Ratio of expenses to  
    average net assets*..  1.90%(d)       1.96%       1.83%(d)
   Ratio of net          
    investment income to 
    net assets*..........  5.22%(d)       4.26%       3.07%(d)
   Portfolio Turnover (f) 11.90%          2.91%     242.20%

<FN>
- -----

*   During the period the investment advisory, 12b-1, and administration fees were voluntarily reduced. If such voluntary fee 
    reductions had not occurred, the ratios would have been as indicated. 
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on February 2, 1993. 
(c) Class A Shares commenced offering on March 10, 1993.
(d) Annualized.
(e) Not annualized. 
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the
    classes of shares issued.

</TABLE>


See notes to financial statements.
                                     B-232
48
<PAGE>   538
THE ONE GROUP FAMILY OF MUTUAL FUNDS                                           
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                                           
                                                                               
                                                                               
                                                                               
<TABLE>                                                                        
<CAPTION>                                                                      
                                                             LIMITED VOLATILITY BOND FUND                                          
                             -----------------------------------------------------------------------------------------------       
                                                FIDUCIARY                                             CLASS A                      
                             -------------------------------------------  --------------------------------------------------       
                              SIX MONTHS                                         SIX MONTHS                                        
                                ENDED               YEARS ENDED JUNE, 30           ENDED            YEARS ENDED JUNE, 30           
                             DECEMBER 31,   ---------------------------------    DECEMBER 31,   ------------------------------     
                                1995        1995      1994     1993      1992       1995        1995    1994    1993   1992(b)     
                             -----------    ----      ----     ----      ----    -----------    ----    ----    ----   -------     
                             (UNAUDITED)                                        (UNAUDITED)                                        
<S>                         <C>         <C>       <C>       <C>       <C>         <C>        <C>      <C>      <C>      <C>        
NET ASSET VALUE,                                                                                                                   
   BEGINNING OF PERIOD......$  10.53    $  10.33   $  10.87  $  10.72  $  10.26   $  10.52    $ 10.32  $ 10.87 $ 10.72   $10.61    
                            --------    --------   --------  --------  --------   --------    -------  ------- -------   ------    
Investment Activities                                                                                                              
   Net investment income....    0.32        0.60       0.54      0.61      0.70       0.31       0.56     0.52    0.59     0.24    
   Net realized and unrealized                                                                                                     
    gains (losses) from                                                                                                            
    investments ............    0.14        0.19      (0.45)     0.25      0.47       0.14       0.21    (0.46)   0.24     0.13    
                            --------    --------   --------  --------  --------   --------    -------  ------- -------   ------    
                                                                                                                                   
Total from Investment                                                                                                              
   Activities...............    0.46        0.79       0.09      0.86      1.17       0.45       0.77     0.06    0.83     0.37    
                            --------    --------   --------  --------  --------   --------    -------  ------- -------   ------    
                                                                                                                                   
Distributions                                                                                                                      
   Net investment income....   (0.32)      (0.59)     (0.55)    (0.62)    (0.70)     (0.31)     (0.56)   (0.51)  (0.59)   (0.26)   
   In excess of net investment                                                                                                     
     income.................                          (0.02)                                    (0.01)   (0.04)                    
   Net realized gains.......                          (0.06)    (0.09)    (0.01)                         (0.06)  (0.09)            
   In excess of net realized                                                                                                       
     gains..................                                                                                                       
                                                                                                                                   
                            --------    --------   --------  --------  --------   --------    -------  ------- -------   ------    
Total Distributions.........   (0.32)      (0.59)     (0.63)    (0.71)    (0.71)     (0.31)     (0.57)   (0.61)  (0.68)   (0.26)   
                            --------    --------   --------  --------  --------   --------    -------  ------- -------   ------    
                                                                                                                                   
NET ASSET VALUE,                                                                                                                   
   END OF PERIOD............$  10.67    $  10.53     $10.33    $10.87    $10.72     $10.66     $10.52   $10.32  $10.87   $10.72    
                            ========    ========   ========  ========  ========   ========    =======  ======= =======   ======    
Total Return (excludes sales                                                                                                       
   charge)..................    4.46%(d)    7.96%      0.79%     8.27%    11.75%      4.33%(d)   7.67%    0.49%   8.04%    9.84%(c)
RATIOS/SUPPLEMENTARY DATA:                                                                                                         
   Net Assets at end of                                                                                                            
     period (000)...........$420,300    $410,746   $447,394  $397,820  $301,907    $13,314    $12,516  $15,216 $15,719    $ 161    
   Ratio of expenses to                                                                                                            
     average net assets.....    0.52%(c)    0.52%      0.50%     0.56%     0.52%      0.77%(c)   0.77%    0.75%   0.76%    0.99%(c)
   Ratio of net investment                                                                                                         
     income to average net                                                                                                         
     assets.................    6.12%(c)    5.82%      5.10%     5.70%     6.63%      5.87%(c)   5.57%    4.92%   5.35%    5.95%(c)
   Ratio of expenses to                                                                                                            
     average net assets*....    0.84%(c)    0.85%      0.85%     0.90%     1.04%      1.19%(c)   1.20%    1.20%   1.27%    1.29%(c)
   Ratio of net investment                                                                                                         
     income to average net                                                                                                         
     assets*................    5.80%(c)    5.49%      4.75%     5.36%     6.11%      5.45%(c)   5.14%    4.47%   4.84%    5.65%(c)
   Portfolio Turnover (e)...   33.12%      76.43%     30.61%    40.28%    43.87%     33.12%     76.43%   30.61%  40.28%   43.87%   
</TABLE>                                                                      
                                  
<TABLE>                                                                       
<CAPTION>                                                                     
                                   LIMITED VOLATILITY BOND FUND               
                             -------------------------------------------                                                           
                                            CLASS B                                                                                
                             -------------------------------------------                                                           
                              SIX MONTHS            YEARS ENDED                                                                    
                                ENDED                JUNE, 30                                                                      
                             DECEMBER 31,     -------------------------                                                            
                                1995          1995              1994(a)                                                            
                             -----------      ----              -------                                                            
                             (UNAUDITED)                                                                                           
<S>                         <C>             <C>              <C>                                                                   
NET ASSET VALUE,                                                                                                                   
   BEGINNING OF PERIOD......  $10.60         $10.40             $10.78                                                             
                              ------         ------             ------                                                             
Investment Activities                                                                                                              
   Net investment income....    0.27           0.53               0.17                                                             
   Net realized and unrealized                                                                                                     
    gains (losses) from                                                                                                            
    investments ............    0.14           0.19              (0.37)                                                            
                              ------         ------             ------                                                             
Total from Investment                                                                                                              
   Activities...............    0.41           0.72              (0.20)                                                            
                              ------         ------             ------                                                             
Distributions                                                                                                                      
   Net investment income....   (0.28)         (0.52)             (0.15)                                                            
   In excess of net investment                                                                                                     
     income.................                                                                                                       
   Net realized gains.......                                                                                                       
   In excess of net realized                                                                                                       
     gains..................                                     (0.03)                                                            
                              ------         ------             ------                                                             
Total Distributions.........   (0.28)         (0.52)             (0.18)                                                            
                              ------         ------             ------                                                             
NET ASSET VALUE,                                                                                                                   
   END OF PERIOD............  $10.73         $10.60             $10.40                                                             
                              ======         ======             ======                                                             
Total Return (excludes sales                                                                                                       
   charge)..................    3.95%(d)       7.18%             (1.81)%(d)                                                        
RATIOS/SUPPLEMENTARY DATA:                                                                                                         
   Net Assets at end of                                                                                                            
     period (000)...........  $2,991         $2,906             $1,974                                                             
   Ratio of expenses to                                                                                                            
     average net assets.....    1.30%(c)       1.28%              1.26%(c)                                                         
   Ratio of net investment                                                                                                         
     income to average net                                                                                                         
     assets.................    5.35%(c)       5.10%              4.39%(c)                                                         
   Ratio of expenses to                                                                                                            
     average net assets*....    1.72%(c)       1.86%              1.86%(c)                                                         
   Ratio of net investment                                                                                                         
     income to average net                                                                                                         
     assets*................    4.93%(c)       4.52%              3.79%(c)                                                         
   Portfolio Turnover (e)...   33.12%         76.43%             30.61%                                                            
                                                                              
</TABLE>                                                                      
[FN]                                                              
- -----                                                              
*     During the period the investment advisory, 12b-1, and administration fees
      were voluntarily reduced. If such voluntary fee reductions had not 
      occurred, the ratios would have been as indicated.
(a)   Class B Shares commenced offering on January 14, 1994.
(b)   Class A Shares commenced offering on February 18, 1992.
(c)   Annualized.                                
(d)   Not annualized.                             
(e)   Portfolio turnover is calculated on the basis of the Fund as a whole 
      without distinguishing among the classes of shares issued.      
                                                                              
See notes to financial statements.                                            
                                                                        49    
                                     B-233                                    
                                                                              
<PAGE>   539
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                         INTERMEDIATE BOND
                                     ------------------------------------------------------------------------------------------
                                                                     FIDUCIARY                                       CLASS A
                                     -------------------------------------------------------------------------     ------------
                                                                                                                   
                                      SIX MONTHS                                                                    SIX MONTHS 
                                        ENDED                            YEARS ENDED JUNE 30,                         ENDED    
                                     DECEMBER 31,       ------------------------------------------------------     DECEMBER 31,
                                         1995              1995             1994        1993(d)     1992(a)(d)         1995    
                                     ------------       ----------       ----------     -------     ----------     ------------
                                     (UNAUDITED)                                                                    (UNAUDITED)
<S>                                   <C>               <C>              <C>            <C>           <C>             <C>
NET ASSET VALUE, BEGINNING OF
 PERIOD...........................    $  10.01          $     9.72       $    10.51     $ 10.09       $ 10.00         $10.04
                                      --------          ----------       ----------     -------       -------         ------
Investment Activities
   Net investment income..........        0.33                0.66             0.60        0.63          0.22           0.32
 Net realized and unrealized gains
   (losses) from investments......        0.21                0.29            (0.67)       0.42          0.08           0.21
                                      --------          ----------       ----------     -------       -------         ------
Total from Investment
 Activities.......................        0.54                0.95            (0.07)       1.05          0.30           0.53
                                      --------          ----------       ----------     -------       -------         
Distributions
   Net investment income..........       (0.33)              (0.66)           (0.60)      (0.63)        (0.21)         (0.32)
   Net realized gains.............                                            (0.02)
   In excess of net realized
     gains........................                                            (0.10)
                                      --------          ----------       ----------     -------       -------         ------
Total Distributions...............       (0.33)              (0.66)           (0.72)      (0.63)        (0.21)         (0.32)
                                      --------          ----------       ----------     -------       -------         ------
NET ASSET VALUE, END OF PERIOD....    $  10.22          $    10.01       $     9.72     $ 10.51        $ 10.09         $10.25
                                      ========          ==========       ==========     =======       =======         ======
Total Return (excludes sales
 charge)..........................        5.47%(c)           10.15%           (0.74)%     10.67%         3.00%(c)       5.39%(c)

RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period
     (000)........................    $220,353          $  191,216       $   98,483     $44,252       $23,457         $9,781
   Ratio of expenses to average
     net assets...................        0.58%(b)            0.56%            0.32%       0.39%         0.36%(b)       0.83%(b)
   Ratio of net investment income
     to average net assets........        6.54%(b)            6.88%            6.04%       6.14%         6.99%(b)       6.30%(b)
   Ratio of expenses to average
     net assets*..................        0.94%(b)            0.99%            0.87%       1.17%         1.33%(b)       1.29%(b)
   Ratio of net investment income
     to average net assets*.......        6.18%(b)            6.45%            5.49%       5.36%         6.02%(b)       5.84%(b)
   Portfolio Turnover (f).........       64.95%              99.71%           85.62%      21.51%        11.74%         64.95%
 
<CAPTION>
                                      CLASS A                CLASS B
                                    ----------     ---------------------------
                                                    SIX MONTHS
                                    YEAR ENDED        ENDED         YEAR ENDED
                                     JUNE 30,      DECEMBER 31,      JUNE 30,
                                     1995(e)           1995          1995(e)
                                    ----------     ------------     ----------
                                                    (UNAUDITED)
<S>                                   <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF
 PERIOD...........................    $ 9.45          $10.01          $ 9.45
                                      ------          ------          ------
Investment Activities
   Net investment income..........      0.37            0.29            0.23
 Net realized and unrealized gains
   (losses) from investments......      0.59            0.21            0.56
                                      ------          ------          ------
Total from Investment
 Activities.......................      0.96            0.50            0.79
                                      ------                          ------
Distributions
   Net investment income..........     (0.37)          (0.30)          (0.23)
   Net realized gains.............
   In excess of net realized
     gains........................
                                      ------          ------          ------
Total Distributions...............     (0.37)          (0.30)          (0.23)
                                      ------          ------          ------
NET ASSET VALUE, END OF PERIOD....    $10.04          $10.21          $10.01
                                      ======          ======          ======     
Total Return (excludes sales
 charge)..........................     10.29%(b)        5.03%(c)        8.22%(b)

RATIOS/SUPPLEMENTARY DATA:
   Net Assets at end of period
     (000)........................    $4,941          $2,048          $  266
   Ratio of expenses to average
     net assets...................      0.83%(b)        1.45%(b)        1.51%(b)
   Ratio of net investment income
     to average net assets........      6.64%(b)        5.60%(b)        6.15%(b)
   Ratio of expenses to average
     net assets*..................      1.66%(b)        1.91%(b)        2.34%(b)
   Ratio of net investment income
     to average net assets*.......      5.81%(b)        5.14%(b)        5.31%(b)
   Portfolio Turnover (f).........     99.71%          64.95%          99.71%
- ---------------
<FN> 
  * During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.
(a) The Fund commenced operations on February 28, 1992.
(b) Annualized.
(c) Not annualized.
(d) Audited by other auditors.
(e) Class A and Class B Shares commenced operations November 30, 1994.
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>

See notes to financial statements.
 
50
                                     B-234
<PAGE>   540
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                       GOVERNMENT BOND FUND
                                 -------------------------------------------------------------------------------------------------
                                                            FIDUCIARY                                           CLASS A           
                                 ---------------------------------------------------------------     -----------------------------
                                  SIX MONTHS                                                          SIX MONTHS      YEARS ENDED 
                                    ENDED                      YEARS ENDED JUNE 30,                     ENDED           JUNE 30,  
                                 DECEMBER 31,              ---------------------------               DECEMBER 31,     ------------
                                     1995             1995             1994           1993(b)            1995             1995    
                                 ------------     ------------     ------------     ------------     ------------     ------------
                                 (UNAUDITED)                                                         (UNAUDITED)                  
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.........      $   9.81         $     9.35       $    10.15       $    10.00       $   9.81         $     9.35
                                 ------------     ------------     ------------     ------------      ---------        -----------
Investment Activities
 Net investment income.......          0.31               0.62             0.51             0.20           0.31               0.61
 Net realized and unrealized
   gains (losses) from
   investments...............          0.28               0.46            (0.77)            0.15           0.28               0.45
                                 ------------     ------------     ------------     ------------      ---------        -----------
Total from Investment
 Activities..................          0.59               1.08            (0.26)            0.35           0.59               1.06
                                 ------------     ------------     ------------     ------------      ---------        -----------
Distributions
 Net investment income.......         (0.31)             (0.61)           (0.50)           (0.20)         (0.30)             (0.59)
 In excess of net investment
   income....................                            (0.01)           (0.02)                                             (0.01)
 In excess of net realized
   gains.....................                                             (0.02)
                                 ------------     ------------     ------------     ------------      ---------        -----------
Total Distributions..........         (0.31)             (0.62)           (0.54)           (0.20)         (0.30)             (0.60)
                                 ------------     ------------     ------------     ------------      ---------        -----------
NET ASSET VALUE,
 END OF PERIOD...............      $  10.09         $     9.81       $     9.35       $    10.15       $  10.10         $     9.81
                                 ============     ============      ===========      ===========      ==========       ===========
Total Return (excludes sales
 charge).....................          6.15%(e)          12.04%           (2.73)%           9.03%(d)       6.15%(e)          11.84%

RATIOS/SUPPLEMENTARY
 DATA:
 Net Assets at end of period
   (000).....................      $414,298         $  379,826       $  209,692       $   52,152       $ 11,261         $    8,130
 Ratio of expenses to average
   net assets................          0.73%(d)           0.71%           0.68%             0.69%(d)       0.97%(d)           0.97%
 Ratio of net investment
   income to average net
   assets....................          6.36%(d)           6.65%            5.13%            5.43%(d)       6.11%(d)           6.46%
 Ratio of expenses to average
   net assets*...............          0.77%(d)           0.73%            0.71%            1.05%(d)       1.11%(d)           1.09%
 Ratio of net investment
   income to average net
   assets*...................          6.32%(d)           6.63%            5.10%            5.07%(d)       5.97%(d)           6.34%
 Portfolio Turnover (f)......         30.61%            106.14%          377.78%          139.24%         30.61%            106.14%
 
<CAPTION>
 
                                        CLASS A                                     CLASS B
                               ------------------------------    ----------------------------------------------
                                                                 SIX MONTHS                YEARS ENDED         
                                                                    ENDED                   JUNE 30,           
                                                                 DECEMBER 31,           ----------------       
                                   1994           1993(c)            1995             1995           1994(a)   
                               ------------     ------------     ------------     ------------     ------------
                                                                 (UNAUDITED)
<S>                              <C>            <C>              <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD.........    $    10.17       $    10.22       $   9.81         $     9.35       $    10.04
                                 ----------       ----------       --------         ----------       ----------
Investment Activities
 Net investment income.......          0.48             0.17           0.27               0.55             0.18
 Net realized and unrealized
   gains (losses) from
   investments...............         (0.79)           (0.05)          0.28               0.46            (0.69)
                                 ----------       ----------       --------         ----------       ----------
Total from Investment
 Activities..................         (0.31)            0.12           0.55               1.01            (0.51)
                                 ----------       ----------       --------         ----------       ----------
Distributions
 Net investment income.......         (0.47)           (0.17)         (0.27)             (0.55)           (0.16)
 In excess of net investment
   income....................         (0.02)                                                              (0.02)
 In excess of net realized
   gains.....................         (0.02)
                                 ----------       ----------       --------         ----------       ----------
Total Distributions..........         (0.51)           (0.17)         (0.27)             (0.55)           (0.18)
                                 ----------       ----------       --------         ----------       ----------
NET ASSET VALUE,
 END OF PERIOD...............    $     9.35       $    10.17       $  10.09         $     9.81       $     9.35
                                 ==========       ==========       ========         ==========       ==========
Total Return (excludes sales
 charge).....................         (3.16)%           5.35%(d)       5.71%(e)          11.20%           (4.99)%(e)

RATIOS/SUPPLEMENTARY
 DATA:
 Net Assets at end of period
   (000).....................    $    1,690       $      840       $  5,044         $    2,513       $      656
 Ratio of expenses to average
   net assets................          0.92%            0.95%(d)       1.64%(d)           1.62%            1.52%(d)
 Ratio of net investment
   income to average net
   assets....................          4.84%            5.56%(d)       5.46%(d)           5.76%            4.60%(d)
 Ratio of expenses to average
   net assets*...............          1.05%            1.44%(d)       1.78%(d)           1.74%            1.63%(d)
 Ratio of net investment
   income to average net
   assets*...................          4.71%            5.07%(d)       5.32%(d)           5.64%            4.49%(d)
 Portfolio Turnover (f)......        377.78%          139.24%         30.61%            106.14%          377.78%

<FN>
- ---------------
 
*   During the period the investment advisory, 12b-1, and administration fees were
    voluntarily reduced. If such voluntary fee reductions had not occurred, the
    ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on February 8, 1993.
(c) Class A Shares commenced offering on March 5, 1993.
(d) Annualized.
(e) Not annualized.
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>

See notes to financial statements.

                                                                              51
                                     B-235
<PAGE>   541
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                    INCOME BOND FUND
                            -------------------------------------------------------------------------------------------------
                                                               FIDUCIARY                                           CLASS A
                            ---------------------------------------------------------------------------------    ------------
                             SIX MONTHS                                                                           SIX MONTHS 
                               ENDED                               YEAR ENDED JUNE 30,                              ENDED    
                            DECEMBER 31,                     -------------------------------                     DECEMBER 31,
                                1995             1995             1994             1993             1992             1995    
                            ------------     ------------     ------------     ------------     ------------     ------------
                            (UNAUDITED)                                                                          (UNAUDITED) 
<S>                         <C>              <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD....      $   9.54         $     9.23       $    10.43       $    10.18       $     9.59        $ 9.54
                              ----------       ----------       ----------       ----------       ----------         -----
Investment Activities
 Net investment income..          0.33               0.64             0.54             0.66             0.71          0.31
 Net realized and
   unrealized gains
   (losses) from
   investments..........          0.26               0.35            (0.74)            0.38             0.59          0.26
                              ----------       ----------       ----------       ----------       ----------         -----
Total from Investment
 Activities.............          0.59               0.99            (0.20)            1.04             1.30          0.57
                              ----------       ----------       ----------       ----------       ----------         -----
Distributions
   Net investment income         (0.33)             (0.64)           (0.57)           (0.66)           (0.71)        (0.32)
   In excess of net
     investment income..
Net realized gains.....                                                               (0.13)
   In excess of net
   realized
   gains................                            (0.04)           (0.43)
                              ----------       ----------       ----------       ----------       ----------         -----
Total Distributions.....         (0.33)             (0.68)           (1.00)           (0.79)           (0.71)        (0.32)
                              ----------       ----------       ----------       ----------       ----------         -----
NET ASSET VALUE,
 END OF PERIOD..........      $   9.80         $     9.54       $     9.23       $    10.43       $    10.18        $ 9.79
                              ==========       ==========       ==========       ==========       ==========         =====
Total Return (excludes
 sales charge)..........          6.26%(d)          11.29%           (2.54)%          10.62%           13.85%         6.03%(d)

RATIOS/SUPPLEMENTARY
 DATA:
 Net Assets at end of
   period (000).........      $504,978         $  474,124       $  560,071       $  483,291        $  76,898        $8,769
 Ratio of expenses to
   average net assets...          0.60%(c)           0.59%            0.53%            0.56%            0.49%         0.85%(c)
 Ratio of net investment
   income to average net
   assets...............          6.83%(c)           6.94%            5.35%            6.44%            7.18%         6.57%(c)
 Ratio of expenses to
   average net
   assets*..............          0.84%(c)           0.86%            0.85%            0.90%            1.04%         1.19%(c)
 Ratio of net investment
   income to average net
   assets*..............          6.59%(c)           6.67%            5.03%            6.10%            6.63%         6.23%(c)
 Portfolio Turnover
   (e)..................         43.13%            262.25%          131.04%          143.52%           32.50%        43.13%
 
<CAPTION>
                                                                    INCOME BOND FUND                                       
                           ------------------------------------------------------------------------------------------------
                                                  CLASS A                                              CLASS B             
                           ---------------------------------------------------------------    -----------------------------
                                                                                              SIX MONTHS        YEAR ENDED 
                                                YEAR ENDED JUNE 30,                              ENDED           JUNE 30,  
                                          ------------------------------                      DECEMBER 31,     ------------
                              1995             1994             1993           1992(b)            1995             1995    
                          ------------     ------------     ------------     ------------     ------------     ------------
                                                                                              (UNAUDITED)
<S>                         <C>            <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD....    $     9.22       $    10.43       $    10.16       $    10.06       $   9.62          $    9.29
                            ----------       ----------       ----------       ----------       --------          ---------
Investment Activities
 Net investment income..          0.61             0.52             0.63             0.26           0.29               0.56
 Net realized and
   unrealized gains
   (losses) from
   investments..........          0.36            (0.75)            0.41             0.11           0.26               0.38
                            ----------       ----------       ----------       ----------       --------          ---------
Total from Investment
 Activities.............          0.97            (0.23)            1.04             0.37           0.55               0.94
                            ----------       ----------       ----------       ----------       --------          ---------
Distributions
   Net investment income         (0.60)           (0.55)           (0.64)           (0.27)         (0.29)             (0.57)
   In excess of net
     investment income..         (0.01)
Net realized gains.....                                            (0.13)
 In excess of net
   realized
   gains................         (0.04)           (0.43)                                                              (0.04)
                            ----------       ----------       ----------       ----------       --------          ---------
Total Distributions.....         (0.65)           (0.98)           (0.77)           (0.27)         (0.29)             (0.61)
                            ----------       ----------       ----------       ----------       --------          ---------
NET ASSET VALUE,
 END OF PERIOD..........    $     9.54       $     9.22       $    10.43       $    10.16       $   9.88          $    9.62
                            ==========       ==========       ==========       ==========       ========          =========
Total Return (excludes
 sales charge)..........         10.90%           (2.33)%          10.58%           10.16%(c)       5.79%(d)          10.63%

RATIOS/SUPPLEMENTARY
 DATA:
 Net Assets at end of
   period (000).........    $    6,796       $    5,347       $    7,064       $      188       $  3,222          $   1,887
 Ratio of expenses to
   average net assets...          1.01%            0.78%            0.77%            0.97%(c)       1.50%(c)           1.49%
 Ratio of net investment
   income to average net
   assets...............          6.57%            5.25%            6.12%            6.58%(c)       5.92%(c)           6.16%
 Ratio of expenses to
   average net
   assets*..............          1.38%            1.20%            1.26%            1.27%(c)       1.84%(c)           1.86%
 Ratio of net investment
   income to average net
   assets*..............          6.20%            4.83%            5.63%            6.28%(c)       5.58%(c)           5.80%
 Portfolio Turnover
   (e)..................        262.25%          131.04%          143.52%           32.50%         43.13%            262.25%
 
<CAPTION>
                         INCOME BOND FUND                                       
                           ------------
                             CLASS B             
                           ------------
                           YEAR ENDED 
                            JUNE 30,  
                          ------------
                            1994(a)
                          ------------
 
NET ASSET VALUE,
 BEGINNING OF PERIOD....    $     9.97
                            ----------
Investment Activities
 Net investment income..          0.17
 Net realized and
   unrealized gains
   (losses) from
   investments..........         (0.70)
                            ----------
Total from Investment
 Activities.............         (0.53)
                            ----------
Distributions
   Net investment income         (0.15)
   In excess of net
     investment income..
Net realized gains.....
 In excess of net
   realized
   gains................
                            ----------
Total Distributions.....         (0.15)
                            ----------
NET ASSET VALUE,
 END OF PERIOD..........    $     9.29
                            ==========
Total Return (excludes
 sales charge)..........         (5.29)%(d)

RATIOS/SUPPLEMENTARY
 DATA:
 Net Assets at end of
   period (000).........    $      723
 Ratio of expenses to
   average net assets...          1.45%(c)
 Ratio of net investment
   income to average net
   assets...............          5.20%(c)
 Ratio of expenses to
   average net
   assets*..............          1.84%(c)
 Ratio of net investment
   income to average net
   assets*..............          4.81%(c)
 Portfolio Turnover
   (e)..................        131.04%

<FN> 
- ---------------
*  During the period the investment advisory, 12b-1, and administration fees
   were voluntarily reduced. If such voluntary fee reductions had not occurred,
   the ratios would have been as indicated.
(a) Class B Shares commenced offering on January 17, 1994.
(b) Class A commenced offering on February 18, 1992.
(c) Annualized.
(d) Not annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>
 
See notes to financial statements.

52
                                     B-236
<PAGE>   542
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                       INTERMEDIATE TAX-FREE BOND FUND                             
                                          -----------------------------------------------------------------------------------------
                                                               FIDUCIARY                                      CLASS A              
                                          ----------------------------------------------------  -----------------------------------
                                           SIX MONTHS                                            SIX MONTHS                        
                                             ENDED               YEARS ENDED JUNE 30,              ENDED       YEARS ENDED JUNE 30,
                                          DECEMBER 31,  --------------------------------------  DECEMBER 31,  ---------------------
                                              1995        1995      1994      1993      1992        1995       1995    1994        
                                          ------------  --------  --------  --------  --------  ------------  ------  ------       
                                          (UNAUDITED)                                           (UNAUDITED)
<S>                                       <C>           <C>       <C>       <C>       <C>       <C>           <C>     <C>          
NET ASSET VALUE,                                                                                                                   
 BEGINNING OF PERIOD.....................   $  10.64    $  10.49  $  11.15  $  10.69  $  10.28     $10.63     $10.48  $11.14       
                                          ------------  --------  --------  --------  --------      -----     ------  ------       
Investment Activities                                                                                                              
 Net investment income...................       0.25        0.54      0.52      0.53      0.55       0.26       0.51    0.50       
 Net realized and unrealized gains                                                                                                 
   (losses) from investments.............       0.35       (0.15)    (0.52)     0.49      0.42       0.35       0.15   (0.52)      
                                          ------------  --------  --------  --------  --------      -----     ------  ------       
Total from Investment Activities.........       0.60        0.69      0.00      1.02      0.97       0.61       0.66   (0.02)      
                                          ------------  --------  --------  --------  --------      -----     ------  ------       
Distributions                                                                                                                      
 Net investment income...................      (0.25)      (0.54)    (0.53)    (0.52)    (0.55)     (0.25)     (0.49)  (0.52)      
 In excess of net investment income......                            (0.01)                                    (0.02)  (0.01)      
 Net realized gains......................      (0.02)                (0.01)    (0.04)    (0.01)     (0.02)                         
 In excess of net realized gains.........                            (0.11)                                            (0.11)      
                                          ------------  --------  --------  --------  --------      -----     ------  ------       
Total Distributions......................      (0.27)      (0.54)    (0.66)    (0.56)    (0.56)     (0.27)     (0.51)  (0.64)      
                                          ------------  --------  --------  --------  --------      -----     ------  ------       
NET ASSET VALUE,                                                                                                                   
 END OF PERIOD...........................   $  10.97    $  10.64  $  10.49  $  11.15  $  10.69     $10.97     $10.63  $10.48       
                                          ============  ========  ========  ========  ========      =====     ======  ======       
Total Return (excludes sales charge).....       5.75%(d)    6.75%    (0.11)%    9.79%     9.54%      5.78%(d)   6.49%  (0.33)%     
RATIOS/SUPPLEMENTARY DATA:                                                                                                         
 Net Assets at end of period (000).......   $220,805    $211,229  $182,611  $166,489  $142,672     $7,786     $5,614  $5,556       
 Ratio of expenses to average net                                                                                                  
   assets................................       0.55%(c)    0.53%     0.48%     0.54%     0.55%      0.76%(c)   0.78%   0.73%      
 Ratio of net investment income to                                                                                                 
   average net assets....................       4.71%(c)    5.17%     4.78%     4.93%     5.28%      4.49%(c)   4.91%   4.57%      
 Ratio of expenses to average net                                                                                                  
   assets*...............................       0.90%(c)    0.88%     0.84%     0.94%     1.07%      1.21%(c)   1.23%   1.19%      
 Ratio of net investment income to                                                                                                 
   average net assets*...................       4.36%(c)    4.82%     4.42%     4.53%     4.77%      4.04%(c)   4.46%   4.11%      
 Portfolio Turnover (e)..................      62.90%     199.76%   105.98%    31.99%    11.50%     62.90%    199.76% 105.98%      
 
<CAPTION>
                                                                       
                                                     INTERMEDIATE TAX-FREE BOND FUND
                                           -------------------------------------------------------
                                                  CLASS A                 CLASS B                      
                                           ----------------------    -----------------------------           
                                                                      SIX MONTHS     YEARS ENDED             
                                            YEARS ENDED JUNE 30,        ENDED         JUNE 30,               
                                           ----------------------    DECEMBER 31,  ---------------           
                                                    1993    1992(b)      1995       1995   1994(a)                   
                                                   ------   -------  ------------  ------  -------
                                                                      (UNAUDITED)
<S>                                                <C>      <C>      <C>           <C>     <C>                       
NET ASSET VALUE,                                                                                                     
 BEGINNING OF PERIOD.....................          $10.69   $10.57      $10.65     $10.50  $11.18                    
                                                   ------   -------      -----     ------  -------                   
Investment Activities                                                                                                
 Net investment income...................            0.55     0.15        0.21       0.46    0.17                    
 Net realized and unrealized gains                                                                                   
   (losses) from investments.............            0.44     0.18        0.35       0.14   (0.67)                   
                                                   ------   -------      -----     ------  -------                   
Total from Investment Activities.........            0.99     0.33        0.56       0.60   (0.50)                   
                                                   ------   -------      -----     ------  -------                   
Distributions                                                                                                        
 Net investment income...................           (0.50)   (0.21)      (0.21)     (0.45)  (0.17)                   
 In excess of net investment income......                                                                            
 Net realized gains......................           (0.04)               (0.02)                                      
 In excess of net realized gains.........                                                   (0.01)                   
                                                   ------   -------      -----     ------  -------                   
Total Distributions......................           (0.54)   (0.21)     (0.23)     (0.45)   (0.18)                   
                                                   ------   -------      -----     ------  -------                   
NET ASSET VALUE,                                                                                                     
 END OF PERIOD...........................          $11.14   $10.69      $10.98     $10.65   $10.50                    
                                                   ======   =======      =====     ======  =======                   
Total Return (excludes sales charge).....            9.47%    8.68%(c)    5.28%(d)   5.89%  (4.48)%(d)               
RATIOS/SUPPLEMENTARY DATA:                                                                                           
 Net Assets at end of period (000).......          $5,480   $    5      $1,354     $1,116  $  549                    
 Ratio of expenses to average net                                                                                    
   assets................................            0.71%    1.02%(c)    1.48%(c)   1.43%   1.40%(c)                
 Ratio of net investment income to                                                                                   
   average net assets....................            4.77%    4.91%(c)    3.85%(c)   4.29%   4.08%(c)                
 Ratio of expenses to average net                                                                                    
   assets*...............................            1.27%    1.32%(c)    1.93%(c)   1.88%   1.85%(c)                
 Ratio of net investment income to                                                                                   
   average net assets*...................            4.21%    4.61%(c)    3.40%(c)   3.84%   3.63%(c)                
 Portfolio Turnover (e)..................           31.99%   11.50%      62.90%    199.76% 105.98%                   

<FN> 
- ---------------
*   During the period the investment advisory, 12b-1, and administration fees were
    voluntarily reduced. If such voluntary fee reductions had not occurred, the
    ratios would have been as indicated.
 
(a) Class B Shares commenced offering on January 14, 1994.
 
(b) Class A Shares commenced offering on February 18, 1992.
 
(c) Annualized.
 
(d) Not annualized.
 
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>

See notes to financial statements.

                                                                              53
                                     B-237
<PAGE>   543
 
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                         TAX-FREE BOND FUND
                                           --------------------------------------------------------------------------------
                                                                      FIDUCIARY                                  CLASS A
                                           ---------------------------------------------------------------     ------------
                                            SIX MONTHS                                                          SIX MONTHS 
                                              ENDED                       YEAR ENDED JUNE 30,                     ENDED    
                                           DECEMBER 31,               -------------------------                DECEMBER 31,
                                               1995             1995             1994           1993(b)            1995    
                                           ------------     ------------     ------------     ------------     ------------
                                           (UNAUDITED)                                                         (UNAUDITED) 
<S>                                        <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD...................      $   9.69         $     9.66       $    10.11       $    10.00       $   9.72
                                           ------------     ------------     ------------           ------         ------
Investment Activities
 Net investment income.................          0.29               0.57             0.56             0.19           0.28
 Net realized and unrealized gains
   (losses) from investments...........          0.19               0.03            (0.42)            0.11           0.19
                                           ------------     ------------     ------------           ------         ------
Total from Investment Activities.......          0.48               0.60             0.14             0.30           0.47
                                           ------------     ------------     ------------           ------         ------
Distributions
 Net investment income.................         (0.29)             (0.57)           (0.56)           (0.19)         (0.28)
 In excess of net realized gains.......                                             (0.03)
                                           ------------     ------------     ------------           ------         ------
Total Distributions....................         (0.29)             (0.57)           (0.59)           (0.19)         (0.28)
                                           ------------     ------------     ------------           ------         ------
NET ASSET VALUE,
 End of Period.........................      $   9.88         $     9.69       $     9.66       $    10.11       $   9.91
                                           ============     ============     ============           ======         ======
Total Return (excludes sales charge)...          5.01%(e)           6.46%            1.36%            5.18%(d)       4.91%(e)

RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period (000).....      $210,974         $  185,916       $  152,763       $   40,777       $ 17,193
 Ratio of expenses to average net
   assets..............................          0.58%(d)           0.56%            0.54%            0.54%(d)       0.82%(d)
 Ratio of net investment income to
   average net assets..................          5.94%(d)           6.02%            5.61%            5.66%(d)       5.69%(d)
 Ratio of expenses to average net
   assets*.............................          0.78%(d)           0.74%            0.71%            1.01%(d)       1.12%(d)
 Ratio of net investment income to
   average net assets*.................          5.74%(d)           5.84%            5.44%            5.19%(d)       5.39%(d)
 Portfolio Turnover (f)................         30.47%             66.02%          101.48%           66.12%         30.47%
 
<CAPTION>
                                                                         TAX-FREE BOND FUND
                                         ---------------------------------------------------------------------------------
                                                         CLASS A                                     CLASS B
                                         ----------------------------------------------     ------------------------------
                                                                                            SIX MONTHS        YEAR ENDED 
                                                      YEAR ENDED JUNE 30,                      ENDED           JUNE 30,  
                                                    -----------------------                 DECEMBER 31,     ------------
                                             1995             1994           1993(c)            1995             1995    
                                         ------------     ------------     ------------     ------------     ------------
                                                                                             (UNAUDITED)
<S>                                        <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD...................    $     9.67       $    10.12       $    10.06       $   9.69         $     9.62
                                               ------           ------           ------         ------             ------
Investment Activities
 Net investment income.................          0.55             0.55             0.19           0.24               0.49
 Net realized and unrealized gains
   (losses) from investments...........          0.05            (0.43)            0.05           0.19               0.07
                                               ------           ------           ------         ------             ------
Total from Investment Activities.......          0.60             0.12             0.24           0.43               0.56
                                               ------           ------           ------         ------             ------
Distributions
 Net investment income.................         (0.55)           (0.54)           (0.18)         (0.25)             (0.49)
 In excess of net realized gains.......                          (0.03)
                                               ------           ------           ------         ------             ------
Total Distributions....................         (0.55)           (0.57)           (0.18)         (0.25)             (0.49)
                                               ------           ------           ------         ------             ------
NET ASSET VALUE,
 End of Period.........................    $     9.72       $     9.67       $    10.12       $   9.87         $     9.69
                                               ======           ======           ======         ======             ======
Total Return (excludes sales charge)...          6.21%            1.34%            6.86%(d)       4.45%(e)           5.58%

RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period (000).....    $   11,462       $   10,725       $    4,106       $ 12,157         $    8,326
 Ratio of expenses to average net
   assets..............................          0.81%            0.79%            0.80%(d)       1.49%(d)           1.46%
 Ratio of net investment income to
   average net assets..................          5.76%            5.44%            5.71%(d)       5.04%(d)           5.14%
 Ratio of expenses to average net
   assets*.............................          1.09%            1.06%            1.36%(d)       1.79%(d)           1.74%
 Ratio of net investment income to
   average net assets*.................          5.48%            5.17%            5.15%(d)       4.74%(d)           4.86%
 Portfolio Turnover (f)................         66.02%          101.48%           66.12%         30.47%             66.02%
 
<CAPTION>
                                           CLASS B
                                         ------------
                                          YEAR ENDED 
                                           JUNE 30,  
                                         ------------
                                           1994(a)
                                         ------------
 
NET ASSET VALUE,
 BEGINNING OF PERIOD...................    $    10.10
                                               ------
Investment Activities
 Net investment income.................          0.24
 Net realized and unrealized gains
   (losses) from investments...........         (0.48)
                                               ------
Total from Investment Activities.......         (0.24)
                                               ------
Distributions
 Net investment income.................         (0.24)
 In excess of net realized gains.......
                                               ------
Total Distributions....................         (0.24)
                                               ------
NET ASSET VALUE,
 End of Period.........................    $     9.62
                                             ========
Total Return (excludes sales charge)...         (1.98)%(e)

RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period (000).....    $    4,855
 Ratio of expenses to average net
   assets..............................          1.41%(d)
 Ratio of net investment income to
   average net assets..................          4.95%(d)
 Ratio of expenses to average net
   assets*.............................          1.62%(d)
 Ratio of net investment income to
   average net assets*.................          4.74%(d)
 Portfolio Turnover (f)................        101.48%

<FN> 
- ---------------
*   During the period the investment advisory, 12b-1, and administration fees were
    voluntarily reduced. If such voluntary fee reductions had not occurred, the
    ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on February 9, 1993.
(c) Class A Shares commenced offering on February 23, 1993.
(d) Annualized.
(e) Not annualized.
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
</TABLE>

See notes to financial statements.

54
                                     B-238
<PAGE>   544
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                   KENTUCKY MUNICIPAL BOND FUND
                                          ------------------------------------------------------------------------------
                                                   FIDUCIARY                         CLASS A                  CLASS B
                                          ----------------------------     ----------------------------     ------------
                                           SIX MONTHS      JANUARY 20,      SIX MONTHS      JANUARY 20,      SIX MONTHS 
                                             ENDED           1995 TO          ENDED           1995 TO          ENDED    
                                          DECEMBER 31,      JUNE 30,       DECEMBER 31,      JUNE 30,       DECEMBER 31,
                                              1995           1995(a)           1995           1995(a)           1995    
                                          ------------     -----------     ------------     -----------     ------------
                                          (UNAUDITED)                      (UNAUDITED)                      (UNAUDITED) 
<S>                                       <C>              <C>             <C>              <C>             <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD..................      $   9.92         $  9.49         $   9.93         $  9.49         $   9.87
                                            --------         -------         --------         -------         --------
Investment Activities
 Net investment income................          0.27            0.20             0.22            0.19             0.19
 Net realized and unrealized gains
   (losses) from investments..........          0.34            0.43             0.34            0.44             0.34
                                              ------       -----------         ------       -----------         ------
Total from Investment Activities......          0.61            0.63             0.56            0.63             0.53
                                              ------       -----------         ------       -----------         ------
Distributions
 Net investment income................         (0.27)          (0.20)           (0.22)          (0.19)           (0.19)
                                              ------       -----------         ------       -----------         ------
Total Distributions...................         (0.27)          (0.20)           (0.22)          (0.19)           (0.19)
                                              ------       -----------         ------       -----------         ------
NET ASSET VALUE,
 END OF PERIOD........................      $  10.26         $  9.92         $  10.27         $  9.93         $  10.21
                                          ==============   ============    ==============   ============    ==============
Total Return (excludes sales
 charge)..............................          6.18%(b)        6.56%(b)         5.66%(b)        5.66%(b)         5.37%(b)
RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period (000)....      $ 32,880         $32,520         $  8,649         $ 8,818         $    246
 Ratio of expenses to average net
   assets.............................          0.69%(c)        0.65%(c)         0.94%(c)        0.90%(c)         1.10%(c)
 Ratio of net investment income to
   average net assets.................          4.57%(c)        4.70%(c)         4.33%(c)        4.44%(c)         3.29%(c)
 Ratio of expenses to average net
   assets*............................          1.04%(c)        0.97%(c)         1.39%(c)        1.33%(c)         1.55%(c)
 Ratio of net investment income to
   average net assets*................          4.22%(c)        4.38%(c)         3.88%(c)        4.01%(c)         2.84%(c)
 Portfolio Turnover (g)...............         10.30%          19.75%           10.30%          19.75%           10.30%
 
<CAPTION>
 
                                        MARCH 16,     FEBRUARY 1,      MARCH 12,
                                         1995 TO       1994, TO        1993, TO
                                        JUNE 30,      JANUARY 19,     JANUARY 31,
                                         1995(f)        1995(d)       1994(d)(e)
                                        ---------     -----------     -----------
 
<S>                                       <C>         <C>             <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD..................   $  9.75        $ 10.45         $ 10.00
                                        ---------     -----------     -----------
Investment Activities
 Net investment income................      0.14           0.41            0.36
 Net realized and unrealized gains
   (losses) from investments..........      0.12          (0.95)           0.43
                                        ---------     -----------     -----------
Total from Investment Activities......      0.26          (0.54)           0.79
                                        ---------     -----------     -----------
Distributions
 Net investment income................     (0.14)         (0.42)          (0.34)
                                        ---------     -----------     -----------
Total Distributions...................     (0.14)         (0.42)          (0.34)
                                        ---------     -----------     -----------
NET ASSET VALUE,
 END OF PERIOD........................   $  9.87        $  9.49         $ 10.45
                                        ===========   ============    ============
Total Return (excludes sales
 charge)..............................      2.63%(b)      (5.17)%(b)       8.05%(b)
RATIOS/SUPPLEMENTARY DATA:
 Net Assets at end of period (000)....   $    79        $41,953         $64,663
 Ratio of expenses to average net
   assets.............................      1.58%(c)       1.03%(c)        0.70%(c)
 Ratio of net investment income to
   average net assets.................      3.89%(c)       4.27%(c)        4.19%(c)
 Ratio of expenses to average net
   assets*............................      2.21%(c)       1.05%(c)        0.91%(c)
 Ratio of net investment income to
   average net assets*................      3.25%(c)       4.25%(c)        3.98%(c)
 Portfolio Turnover (g)...............     19.75%         10.00%           5.00%
</TABLE>
 
- ---------------
* During the period the investment advisory, 12b-1, and administration fees were
  voluntarily reduced. If such voluntary fee reductions had not occurred, the
  ratios would have been as indicated.
(a) Period from date merged.
(b) Not annualized.
(c) Annualized.
(d) Audited by other auditors.
(e) Period from initial public investment.
(f) Class B Shares commenced offering on March 16, 1995.
(g) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.


See notes to financial statements

                                                                             55

                                    B-239
<PAGE>   545
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                    OHIO MUNICIPAL BOND FUND
                                          ------------------------------------------------------------------------------
                                                                           FIDUCIARY          
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS      
                                             ENDED                            Years ended June 30,
                                          DECEMBER 31,     -------------------------------------------------------------
                                              1995            1995            1994             1993            1992(b)
                                          ------------     -----------     ------------     -----------     ------------
                                          (UNAUDITED)      
<S>                                          <C>             <C>              <C>             <C>              <C>
NET ASSET VALUE,                      
 BEGINNING OF PERIOD..................       $ 10.65         $ 10.58          $ 11.11         $ 10.48          $ 10.00
                                             -------         -------          -------         -------          -------
Investment Activities                                                                                          
 Net investment income................          0.28            0.55             0.51            0.54             0.56
 Net realized and unrealized                                                                                   
   gains (losses) from                                                                                         
   investments........................          0.35            0.07            (0.50)           0.62             0.47
                                             -------         -------          -------         -------          -------
Total from Investment Activities......          0.63            0.62             0.01            1.16             1.03
                                             -------         -------          -------         -------          -------
Distributions                                                                                                  
 Net investment income................         (0.28)          (0.55)           (0.52)          (0.53)           (0.55)
 In excess of net investment                                                                                   
   income.............................                                                                         
 In excess of net realized                                                                                     
   gains..............................                                          (0.02)                         
                                             -------         -------          -------         -------          -------
Total Distributions...................         (0.28)          (0.55)           (0.54)          (0.53)           (0.55)
                                             -------         -------          -------         -------          -------
NET ASSET VALUE,                                                                                               
 END OF PERIOD........................       $ 11.00         $ 10.65          $ 10.58         $ 11.11          $ 10.48
                                             =======         =======          =======         =======          =======
Total Return (excludes sales          
 charge)..............................          5.99%(e)        6.07%            0.07%          11.43%           10.64%(d)
RATIOS/SUPPLEMENTARY DATA:            
 Net Assets at end of period          
   (000)..............................       $78,662         $79,993          $93,261         $74,792          $45,199
 Ratio of expenses to average         
   net assets.........................          0.59%(d)        0.58%            0.53%           0.55%            0.63%(d)
 Ratio of net investment              
   income to average                  
   net assets.........................          5.21%(d)        5.29%            4.76%           5.14%            5.61%(d)
 Ratio of expenses to average         
   net assets*........................          0.95%(d)        0.91%            0.86%           0.94%            1.21%(d)
 Ratio of net investment              
   income to average net              
   assets*............................          4.85%(d)        4.96%            4.43%           4.75%            5.03%(d)
 Portfolio Turnover (g)...............         14.32%          77.69%           16.77%          26.67%            9.78%

</TABLE>


<TABLE>
<CAPTION>

                                                                    OHIO MUNICIPAL BOND FUND
                                          ------------------------------------------------------------------------------
                                                                             CLASS A
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS      
                                             ENDED                            Years ended June 30,
                                          DECEMBER 31,     -------------------------------------------------------------
                                              1995            1995            1994             1993            1992(c)
                                          ------------     -----------     ------------     -----------     ------------
                                          (UNAUDITED)      
<S>                                          <C>             <C>              <C>             <C>              <C>
NET ASSET VALUE,                      
 BEGINNING OF PERIOD..................       $ 10.68         $ 10.61          $ 11.13         $ 10.48          $ 10.29
                                             -------         -------          -------         -------          -------
Investment Activities                                                                                          
 Net investment income................          0.27            0.53             0.50            0.52             0.20             
 Net realized and unrealized                                                                                   
   gains (losses) from                                                                                         
   investments........................          0.35            0.07            (0.48)           0.64             0.21
                                             -------         -------          -------         -------          -------
Total from Investment Activities......          0.62            0.60             0.02            1.16             0.41             
                                             -------         -------          -------         -------          -------
Distributions                                                                                                  
 Net investment income................         (0.27)          (0.51)           (0.50)          (0.51)           (0.22)    
 In excess of net investment                                                                                   
   income.............................                         (0.02)           (0.02)                                     
 In excess of net realized                                                                                     
   gains..............................                                          (0.02)                               
                                             -------         -------          -------         -------          -------
Total Distributions...................         (0.27)          (0.53)           (0.54)          (0.51)           (0.22)    
                                             -------         -------          -------         -------          -------
NET ASSET VALUE,                                                                                               
 END OF PERIOD........................       $ 11.03         $ 10.68          $ 10.61         $ 11.13          $ 10.48
                                             =======         =======          =======         =======          =======
Total Return (excludes sales          
 charge)..............................          5.85%(e)        5.79%           (0.05)%         11.40%           10.85%(d)
RATIOS/SUPPLEMENTARY DATA:            
 Net Assets at end of period          
   (000)..............................       $13,441         $12,006          $14,883         $13,092          $    41
 Ratio of expenses to average         
   net assets.........................          0.82%(d)        0.82%            0.78%           0.77%            1.01%(d)
 Ratio of net investment              
   income to average                  
   net assets.........................          4.95%(d)        5.01%            4.63%           4.85%            5.16%(d)
 Ratio of expenses to average         
   net assets*........................          1.28%(d)        1.25%            1.21%           1.25%            1.40%(d)
 Ratio of net investment              
   income to average net              
   assets*............................          4.49%(d)        4.58%            4.20%           4.37%            4.77%(d)
 Portfolio Turnover (g)...............         14.32%          77.69%           16.77%          26.67%            9.78%

</TABLE>


<TABLE>
<CAPTION>
                                                     OHIO MUNICIPAL BOND FUND
                                          ---------------------------------------------
                                                             CLASS B                   
                                          ---------------------------------------------
                                           SIX MONTHS                                  
                                             ENDED            Years ended June 30,     
                                          DECEMBER 31,     ----------------------------
                                              1995            1995            1994(a)     
                                          ------------     -----------     ------------
                                          (UNAUDITED)                                  
<S>                                          <C>             <C>              <C>      
NET ASSET VALUE,                      
 BEGINNING OF PERIOD..................       $ 10.75         $ 10.68          $ 11.31
                                             -------         -------          -------
Investment Activities                 
 Net investment income................          0.24            0.43             0.17
 Net realized and unrealized          
   gains (losses) from                
   investments........................          0.35            0.07            (0.62)
                                             -------         -------          -------
Total from Investment Activities......          0.59            0.50            (0.45)
                                             -------         -------          -------
Distributions                         
 Net investment income................         (0.24)          (0.43)           (0.17)
 In excess of net investment          
   income.............................                                          (0.01)
 In excess of net realized            
   gains..............................
                                             -------         -------          -------
Total Distributions...................         (0.24)          (0.43)           (0.18)
                                             -------         -------          -------
NET ASSET VALUE,                      
 END OF PERIOD........................       $ 11.10         $ 10.75          $ 10.68
                                             =======         =======          =======
Total Return (excludes sales          
 charge)..............................          5.50%(e)        5.17%           (4.02)%(e)
RATIOS/SUPPLEMENTARY DATA:            
 Net Assets at end of period          
   (000)..............................       $ 5,144         $ 3,209          $ 2,043
 Ratio of expenses to average         
   net assets.........................          1.48%(d)        1.48%            1.28%(d)
 Ratio of net investment              
   income to average                  
   net assets.........................          4.30%(d)        4.40%            4.23%(d)
 Ratio of expenses to average         
   net assets*........................          1.94%(d)        1.91%            1.68%(d)
 Ratio of net investment              
   income to average net              
   assets*............................          3.84%(d)        3.97%            3.83%(d)
 Portfolio Turnover (g)...............         14.32%          77.69%           16.77%

</TABLE>

- ---------------
* During the period the investment advisory, 12b-1, and administration fees were
  voluntarily reduced. If such voluntary fee reductions had not occurred, the
  ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on July 2, 1991.
(c) Class A Shares commenced offering on February 18, 1992.
(d) Annualized.
(e) Not annualized.
(f) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.                          
    
    

See notes to financial statements

56

                                    B-240
<PAGE>   546

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Treasury Only Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)


<TABLE>
<CAPTION>
 PRINCIPAL                        SECURITY                              AMORTIZED
  AMOUNT                        DESCRIPTION                                COST
 ---------  ---------------------------------------------------------   ---------
<S>         <C>                                                         <C>     
U.S. TREASURY BILLS (59.9%):
   47,458   1/11/96 .................................................   $ 47,405
      849   1/18/96 .................................................        847
   44,836   1/25/96 .................................................     44,676
   13,635   2/1/96 ..................................................     13,572
   84,487   2/8/96 ..................................................     84,082
    7,384   2/29/96 .................................................      7,320
   30,096   3/7/96 ..................................................     29,803
    5,000   8/22/96 .................................................      4,822
                                                                        --------
  Total U.S. Treasury Bills                                              232,527
                                                                        --------
U.S. TREASURY NOTES (40.0%):
    5,000   9.25%, 1/15/96 ..........................................   $  5,006
   70,000   4.00%, 1/31/96 ..........................................     69,916
   25,000   9.38%, 4/15/96 ..........................................     25,282
   40,000   5.50%, 4/30/96 ..........................................     40,023
   10,000   5.88%, 5/31/96 ..........................................     10,017
    5,000   6.50%, 9/30/96 ..........................................      5,024
                                                                        --------
  Total U.S. Treasury Notes                                              155,268
                                                                        --------
  Total (Cost-$387,795)(a)                                              $387,795
                                                                        ========
<FN>
- -----------

Percentages indicated are based on net assets of $388,240.

(a)  Cost for federal income tax and financial reporting purposes are the same.
</TABLE>

See notes to financial statements.

4

                                     B-241
<PAGE>   547

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1995
(Amounts in Thousands)
(Unaudited)




<TABLE>
<CAPTION>
 PRINCIPAL                        SECURITY                              AMORTIZED
  AMOUNT                        DESCRIPTION                                COST
 ---------  ---------------------------------------------------------   ---------
<S>         <C>                                                         <C>     
U.S. GOVERNMENT AGENCIES (63.0%):
Federal Farm Credit Bank:
    5,000   5.18%, 3/4/96* ..........................................   $  4,948
   10,000   5.44%, 3/7/96 ...........................................      9,900
   10,250   6.38%, 5/1/96 ...........................................     10,250
   10,000   5.35%, 5/3/96* ..........................................      9,802
   17,405   5.67%, 7/17/96 ..........................................     17,394
   10,000   5.53%, 10/1/96 ..........................................      9,979
Federal Home Loan Bank:
    5,240   8.10%, 3/25/96 ..........................................      5,260
   13,300   6.00%, 8/16/96 ..........................................     13,300
   20,000   5.85%, 10/25/96 .........................................     20,000
Federal Home Loan Mortgage Corp.:
   14,000   5.15%, 3/29/96* .........................................     13,796
   10,000   5.08%, 5/1/96* ..........................................      9,803
Federal National Mortgage Assoc.:
   10,000   5.66%, 1/16/96 ..........................................      9,976
   20,000   5.50%, 1/31/96 ..........................................     19,909
   10,000   5.52%, 2/13/96 ..........................................      9,934
   10,000   5.44%, 3/14/96 ..........................................      9,890
    7,230   8.00%, 7/10/96 ..........................................      7,320
   20,000   5.13%, 8/9/96* ..........................................     19,315
   20,000   5.64%, 10/2/96 ..........................................     19,975
   20,000   5.60%, 11/1/96 ..........................................     19,974
    8,320   7.70%, 12/10/96 .........................................      8,484
    4,000   5.26%, 6/2/99* ..........................................      4,000
   20,000   5.26%, 7/26/99* .........................................     20,000
   10,000   5.26%, 9/22/99* .........................................     10,000
Student Loan Marketing Assoc.:
   30,000   5.22%, 10/14/97* ........................................     29,988
   40,000   5.22%, 11/24/97* ........................................     40,000
   25,000   5.27%, 9/28/98* .........................................     25,000
   25,000   5.24%, 11/10/98* ........................................     25,000
   10,000   5.26%, 1/13/99* .........................................     10,000
   10,000   5.26%, 2/8/99* ..........................................     10,000
   25,000   5.25%, 2/22/99* .........................................     25,000
   10,000   5.24%, 8/2/99* ..........................................      9,997
                                                                        --------
  Total U.S. Government Agencies                                         458,194
                                                                        --------
U.S. TREASURY BILLS (1.3%):
   10,000   5/2/96 ..................................................      9,800
                                                                        --------
  Total U.S. Treasury Bills                                                9,800
                                                                        --------
  Total Investments, at value                                            467,994
                                                                        --------
REPURCHASE AGREEMENTS (35.6%):
   50,000   Donaldson, Lufkin & Jenrette 5.85%,
             1/5/96 (collateralized by 48,802 various
             U.S. Government securities,
             0.00% - 14.25%, 1/1/96 - 5/15/18,
             market value $51,000) ..................................     50,000
   58,941   Lehman Brothers, 5.96%, 1/2/96
             (collateralized by 58,941 Federal
             National Mortgage Assoc., 0.00%,
             7/19/96, market value $60,120) .........................     58,941
  150,000   Prudential Securities, Inc., 6.00%,
             1/2/96 (collateralized by 150,001
             various U.S. Government Securities,
             0.00% - 14.25%, 1/1/96 - 8/15/25,
             market value $153,001) .................................    150,000
                                                                        --------
  Total Repurchase Agreements                                            258,941
                                                                        --------
  Total (Cost-$726,935)                                                 $726,935
                                                                        ========
<FN>
- -----------
Percentages indicated are based on net assets of $726,813.

(a)  Cost for federal income tax and financial reporting purposes are the same.

*    Variable rate securities that have interest rates that reset weekly based
     on the Treasury bill equivalent yield or other market index. The final
     maturity date is stated; however, the maturity date for valuation purposes
     is the next reset date. The rate shown on the Schedule of Portfolio
     Investments is the effective rate at December 31, 1995.
</TABLE>

See notes to financial statements.

                                                                               5

                                     B-242
<PAGE>   548
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1995
(Unaudited)


<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands,
                                                                          except Per Share Amounts)
                                                                        TREASURY ONLY     GOVERNMENT
                                                                        MONEY MARKET      MONEY MARKET
                                                                            FUND              FUND
                                                                        -------------     ------------
<S>                                                                      <C>               <C>      
ASSETS:
Investments, at value ...........................................        $ 387,795         $ 467,994
Repurchase agreements ...........................................                            258,941
                                                                         ---------         ---------
                                                                           387,795           726,935
Interest receivable .............................................            2,397             3,973
Prepaid expenses and other assets ...............................               10                 3
Deferred organization costs .....................................                9                52
                                                                         ---------         ---------
TOTAL ASSETS ....................................................          390,211           730,963
                                                                         ---------         ---------

LIABILITIES:
Dividends payable ...............................................            1,805             3,615
Accrued expenses and other payables:
      Investment advisory fees ..................................               27                52
      Administration fees .......................................               17                32
      Other .....................................................              122               451
                                                                         ---------         ---------
TOTAL LIABILITIES ...............................................            1,971             4,150
                                                                         ---------         ---------

NET ASSETS:
Capital .........................................................          388,283           726,886
Accumulated undistributed net realized losses from investment
   transactions .................................................              (43)              (73)
                                                                         ---------         ---------
NET ASSETS ......................................................        $ 388,240         $ 726,813
                                                                         =========         =========
Outstanding shares of beneficial interest .......................          388,283           726,886
                                                                         =========         =========
Net asset value-offering and redemption price per share .........        $    1.00         $    1.00
                                                                         =========         =========
Investments, at amortized cost ..................................        $ 387,795         $ 726,935
                                                                         =========         =========
</TABLE>

See notes to financial statements.

6
                                     B-243

<PAGE>   549
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Unaudited)


<TABLE>
<CAPTION>
                                                                     (Amounts in Thousands)
                                                                   TREASURY ONLY    GOVERNMENT
                                                                   MONEY MARKET    MONEY MARKET
                                                                       FUND            FUND
                                                                   ------------    ------------
<S>                                                                  <C>             <C>    
INVESTMENT INCOME:
Interest income .............................................        $ 9,257         $21,803
                                                                     -------         -------
TOTAL INCOME ................................................          9,257          21,803
                                                                     -------         -------

EXPENSES:
Investment advisory fees ....................................            132             297
Administration fees .........................................             83             186
Custodian and accounting fees ...............................              9              49
Legal and audit fees ........................................             32             149
Organization costs ..........................................              2              11
Trustees' fees and expenses .................................              4              16
Transfer agent fees .........................................             10              18
Registration and filing fees ................................             25              36
Printing costs ..............................................             11              51
Other .......................................................              5               5
                                                                     -------         -------
Total expenses before waivers/reimbursements ................            313             818
Less waivers/reimbursements .................................                             (5)
                                                                     -------         -------
NET EXPENSES ................................................            313             813
                                                                     -------         -------
Net Investment Income .......................................          8,944          20,990
                                                                     -------         -------

REALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains (losses) from investment transactions ....            (43)              1
                                                                     -------         -------
Net increase in net assets resulting from operations ........        $ 8,901         $20,991
                                                                     =======         =======
</TABLE>

See notes to financial statements.

                                                                              7

                                     B-244
<PAGE>   550

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                       (Amounts in Thousands)
                                            TREASURY ONLY               GOVERNMENT MONEY
                                           MONEY MARKET FUND              MARKET FUND
                                         ----------------------    --------------------------
                                         SIX MONTHS     YEAR       SIX MONTHS
                                           ENDED        ENDED        ENDED        YEAR ENDED
                                         DECEMBER 31,  JUNE 30,    DECEMBER 31,     JUNE 30,
                                            1995         1995          1995           1995
                                         -----------  ---------    ------------   -----------
                                         (UNAUDITED)               (UNAUDITED)               
<S>                                      <C>          <C>          <C>            <C>        
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
      Net investment income ..........   $   8,944    $  12,746    $    20,990    $    38,264
      Net realized gains (losses) from
        investment transactions ......         (43)          29              1            (66)
                                         ---------    ---------    -----------    -----------
Change in net assets resulting from
   operations ........................       8,901       12,775         20,991         38,198
                                         ---------    ---------    -----------    -----------

DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income .....      (8,944)     (12,746)       (20,990)       (38,264)
      From net realized gains from
        investments ..................         (21)
                                         ---------    ---------    -----------    -----------
Change in net assets from shareholder
   distributions .....................      (8,965)     (12,746)       (20,990)       (38,264)
                                         ---------    ---------    -----------    -----------

CAPITAL TRANSACTIONS:
      Proceeds from shares issued ....     532,716      894,833      1,405,094      2,818,461
      Dividends reinvested ...........         864        1,574          5,470         12,982
      Cost of shares redeemed ........    (433,973)    (825,464)    (1,404,451)    (2,802,931)
                                         ---------    ---------    -----------    -----------
Change in net assets from share
   transactions ......................      99,607       70,943          6,113         28,512
                                         ---------    ---------    -----------    -----------
Change in net assets .................      99,543       70,972          6,114         28,446

NET ASSETS:
      Beginning of period ............     288,697      217,725        720,699        692,253
                                         ---------    ---------    -----------    -----------
      End of period ..................   $ 388,240    $ 288,697    $   726,813    $   720,699
                                         =========    =========    ===========    ===========

SHARE TRANSACTIONS:
      Issued .........................     532,716      894,833      1,405,094      2,818,461
      Reinvested .....................         864        1,574          5,470         12,982
      Redeemed .......................    (433,973)    (825,464)    (1,404,451)    (2,802,931)
                                         ---------    ---------    -----------    -----------
Change in shares .....................      99,607       70,943          6,113         28,512
                                         =========    =========    ===========    ===========
</TABLE>

See notes to financial statements.

8

                                     B-245
<PAGE>   551
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                 DECEMBER 31, 1995
(Unaudited)

1.   ORGANIZATION:

     The One Group (the "Trust") is registered under the Investment Company Act
     of 1940, as amended (the "1940 Act"), as an open-end investment company
     established as a Massachusetts business trust. The Trust is registered to
     offer four classes of shares: Fiduciary, Class A, Class B, and Service. The
     Trust currently consists of twenty-three funds. The accompanying financial
     statements and financial highlights are those of the Treasury Only Money
     Market Fund and the Government Money Market Fund (individually, a "Fund"
     collectively, the "Funds") only. The Funds are diversified mutual funds and
     are not offered in multiple classes.

     The Trust entered into an Agreement and Plan of Reorganization (the
     "Agreement") with The Paragon Portfolio ("Paragon"), a Massachusetts
     business trust. The Agreement contemplates the transfer of all of the
     assets and liabilities of each Paragon Fund in exchange for shares of the
     corresponding One Group Fund. The Trustees of Paragon intend to seek
     approval of the Agreement at a special shareholder meeting to be held March
     25, 1996.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies followed by
     the Trust in preparation of its financial statements. The policies are in
     conformity with generally accepted accounting principles. 

     SECURITY VALUATION

     Securities are valued utilizing the amortized cost method permitted in
     accordance with Rule 2a-7 under the 1940 Act. Under the amortized cost
     method, discount or premium is amortized on a constant basis to the
     maturity of the security. In addition, the Funds may not (a) purchase any
     instrument with a remaining maturity greater than thirteen months unless
     such instrument is subject to a demand feature, or (b) maintain a
     dollar-weighted-average maturity which exceeds 90 days.

     REPURCHASE AGREEMENTS 

     The Funds may invest in repurchase agreements with institutions that the
     Fund's investment adviser has determined are creditworthy. Each repurchase
     agreement is recorded at cost. The Fund requires that the securities
     purchased in a repurchase transaction be transferred to the custodian in a
     manner sufficient to enable the Fund to obtain those securities in the
     event of a counterparty default. The seller, under the repurchase
     agreement, is required to maintain the value of the securities held at not
     less than the repurchase price, including accrued interest.

     SECURITY TRANSACTIONS AND RELATED INCOME

     Security transactions are accounted for on a trade date basis. Net realized
     gains or losses on sales of securities are determined on the specific
     identification cost method. Interest income and expenses are recognized on
     the accrual basis. Interest income, including any discount or premium, is
     accrued as earned using the effective interest method.

     SECURITIES LENDING

     To generate additional income, the Funds may lend up to 33% of securities
     in which they are invested pursuant to agreements requiring that the loan
     be continuously secured by cash, U.S. Government or U.S. Government Agency
     securities, shares of an investment trust or mutual fund, or any
     combination of cash and such securities as collateral equal at all times to
     at least 100% of the market value plus accrued interest on the securities
     lent. The Funds continue to earn interest on securities lent while
     simultaneously seeking to earn interest on the investment of collateral.
     Collateral is marked to market daily to provide a level of collateral at

Continued

                                                                               9
                                     B-246
<PAGE>   552
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STAEMENTS, CONTINUED                        DECEMBER 31, 1995
(Unaudited)

     least equal to the market value of securities lent. There may be risks of
     delay in recovery of the securities or even loss of rights in the
     collateral should the borrower of the securities fail financially. However,
     loans will be made only to borrowers deemed by the Adviser to be of good
     standing and credit worthy under guidelines established by the Board of
     Trustees and when, in the judgment of the Adviser, the consideration which
     can be earned currently from such securities loans justifies the attendant
     risk. Loans are subject to termination by the Funds or the borrower at any
     time, and are, therefore, not considered to be illiquid investments. As of
     December 31, 1995, the Funds had no securities on loan.

     EXPENSES

     Expenses directly attributable to a Fund are charged directly to that Fund,
     while the expenses which are attributable to more than one fund of the
     Trust are allocated among the respective Funds.

     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

     Dividends from net investment income are declared daily and paid monthly.
     Net income for this purpose consists of interest accrued and discount
     earned (including both original issue discount and market discount) less
     amortization of any market premium and accrued expenses. Net realized
     capital gains, if any, are distributed at least annually. 

     Distributions from net investment income and from net capital gains are
     determined in accordance with income tax regulations which may differ from
     generally accepted accounting principles. These differences are primarily
     due to differing treatments for expiring capital loss carryforwards and
     deferrals of certain losses. Permanent book and tax basis differences,
     which affect shareholder distributions, have been reclassified to
     additional paid-in capital.

     ORGANIZATION COSTS

     Costs incurred by the Trust in connection with its organization, including
     the fees and expenses of registering and qualifying its shares for
     distribution have been deferred and are being amortized using the
     straight-line method over a period of five years beginning with the
     commencement of each Fund's operations. All such costs, which are
     attributable to more than one fund, have been allocated among the Funds of
     the Trust pro-rata, based on the relative net assets of each Fund. In the
     event that any of the initial shares are redeemed during such period by any
     holder thereof, the related Fund will be reimbursed by such holder for any
     unamortized organization costs in the proportion as the number of initial
     shares being redeemed bears to the number of initial shares outstanding at
     the time of redemption.

     FEDERAL INCOME TAXES

     Each Fund intends to continue to qualify as a regulated investment company
     by complying with the provisions available to certain investment companies
     as defined in applicable sections of the Internal Revenue Code, and to make
     distributions from net investment income and from net realized capital
     gains sufficient to relieve it from all, or substantially all, federal
     income taxes.

     ESTIMATES

     The preparation of financial statements requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of income and expenses for the period. Actual results could differ
     from those estimates.

Continued

10
                                    B-247
<PAGE>   553
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1995
(Unaudited)


3.   SHARES OF BENEFICIAL INTEREST:

     The Trust has an unlimited number of shares of beneficial interest, with no
     par value which may, without shareholder approval, be divided into an
     unlimited number of series of such shares and any series may be classified
     or reclassified into one or more classes. Currently, shares of the Trust
     are registered to be offered through twenty-nine series and four classes:
     Fiduciary, Class A, Class B and Service. Shareholders are entitled to one
     vote for each full share held and will vote in the aggregate and not by
     class or series, except as otherwise expressly required by law or when the
     Board of Trustees has determined that the matter to be voted on affects
     only the interest of shareholders of a particular class or series.

4.   INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS:

     The Trust and Banc One Investment Advisors Corporation (the "Adviser") are
     parties to an investment advisory agreement under which the Adviser is
     entitled to receive an annual fee, computed daily and paid monthly, equal
     to 0.08% of the average daily net assets of each Fund.

     The Trust and One Group Services Company (the "Administrator"), a
     wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
     administration agreement under which the Administrator provides services
     for a fee that is computed daily and payable monthly at an annual rate of
     0.05% of each Fund's average daily net assets. The Adviser also serves as
     Sub-Administrator to each fund of the Trust, pursuant to an agreement
     between the Administrator and the Adviser. Pursuant to this agreement, the
     Adviser performs many of the Administrator's duties, for which the Adviser
     receives a fee paid by the Administrator. Prior to November 30, 1995, The
     Shareholder Services Group d/b/a 440 Financial served as administrator of
     each Fund under essentially the same terms as the current administration
     agreement.

     The One Group Services Company (the "Distributor") and the Trust are
     parties to a distribution agreement under which shares of the Funds are
     sold on a continuous basis. No compensation is paid to the Distributor for
     distribution services for the Funds.

     Certain officers of the Trust are affiliated with the Adviser or the
     Administrator. Such officers receive no compensation from the Funds for
     serving in their respective roles.

     The Adviser and the Administrator have voluntarily agreed to waive a
     portion of their fees and to reimburse the Funds for certain expenses so
     that total expenses of each Fund would not exceed certain annual expense
     limitations. For the six months ended December 31, 1995, fees in the
     following amounts were waived or reimbursed to the Funds (amounts in
     thousands):


<TABLE>
<CAPTION>
                                                            GOVERNMENT MONEY
                                                               MARKET FUND
<S>                                                                <C>
INVESTMENT ADVISORY FEES:
      Voluntary fee reductions............................         $5
</TABLE>

Continued

                                                                              11
                                    B-248
<PAGE>   554
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                 TREASURY ONLY MONEY MARKET FUND                       
                                                 --------------------------------------------------------------------  
                                                    FOR THE SIX       FOR THE YEAR ENDED JUNE 30,    APRIL 16, 1993    
                                                   MONTHS ENDED      -----------------------------         TO          
                                                 DECEMBER 31, 1995        1995             1994     JUNE 30, 1993 (a)  
                                                 -----------------   ------------     ------------  -----------------  
                                                  (UNAUDITED)                                                          
<S>                                              <C>                 <C>              <C>              <C>             
NET ASSET VALUE,                                                                                                       
   BEGINNING OF PERIOD .....................     $      1.000        $      1.000     $      1.000     $     1.000     
                                                 ------------        ------------     ------------     -----------     
Investment Activities                                                                                                  
   Net investment income ...................            0.030               0.051            0.032           0.006     
                                                 ------------        ------------     ------------     -----------     
Distributions                                                                                                          
   Net investment income ...................           (0.030)             (0.051)          (0.032)         (0.006)    
                                                 ------------        ------------     ------------     -----------     
NET ASSET VALUE,                                                                                                       
   END OF PERIOD ...........................     $      1.000        $      1.000     $      1.000     $     1.000     
                                                 ============        ============     ============     ===========     
Total Return ...............................             2.76%(c)            5.22%            3.23%           2.96%(b) 
                                                                                                                       
RATIOS/SUPPLEMENTARY DATA:                                                                                             
   Net Assets at end of period (000) .......     $    388,240        $    288,697     $    217,725     $    60,330     
   Ratio of expenses to average net                                                                                    
      assets ...............................             0.19%(b)            0.20%            0.15%           0.07%(b) 
   Ratio of net investment income to                                                                                   
      average net assets ...................             5.42%(b)            5.14%            3.23%           2.95%(b) 
   Ratio of expenses to average net                                                                                    
      assets* ..............................             0.19%(b)            0.21%            0.22%           0.33%(b) 
   Ratio of net investment income to                                                                                   
      average net assets* ..................             5.42%(b)            5.13%            3.16%           2.69%(b) 

- -----------
<FN>
*    During the period, certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.

(a)  Period from commencement of operations.

(b)  Annualized.

(c)  Not annualized.
</TABLE>

See notes to financial statements.

12
                                     B-249
<PAGE>   555
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                    GOVERNMENT MONEY MARKET FUND
                                               -----------------------------------------------------------------------
                                                  FOR THE SIX        FOR THE YEAR ENDED JUNE 30,      JUNE 14, 1993
                                                 MONTHS ENDED        -----------------------------         TO
                                               DECEMBER 31, 1995         1995             1994       JUNE 30, 1993 (A)
                                               -----------------         ----             ----       -----------------
                                                  (UNAUDITED)
<S>                                              <C>                 <C>              <C>              <C>              
NET ASSET VALUE,                                                                                                        
   BEGINNING OF PERIOD ...................       $      1.000        $      1.000     $      1.000     $      1.000     
                                                 ------------        ------------     ------------     ------------     
Investment Activities                                                                                                   
   Net investment income .................              0.030               0.053            0.033            0.001     
                                                 ------------        ------------     ------------     ------------     
Distributions                                                                                                           
   Net investment income .................             (0.030)             (0.053)          (0.033)          (0.001)    
                                                 ------------        ------------     ------------     ------------     
NET ASSET VALUE,                                                                                                        
   END OF PERIOD .........................       $      1.000        $      1.000     $      1.000     $      1.000     
                                                 ============        ============     ============     ============     
Total Return .............................               2.88%(c)            5.41%            3.40%            3.28%(b) 

RATIOS/SUPPLEMENTARY DATA:                                                                                              
   Net Assets at end of period (000) .....       $    726,813        $    720,699     $    692,253     $    244,991     
   Ratio of expenses to average net                                                                                     
      assets .............................               0.22%(b)            0.21%            0.11%            0.07%(b) 
   Ratio of net investment income to                                                                                    
      average net assets .................               5.65%(b)            5.28%            3.41%            3.13%(b) 
   Ratio of expenses to average net                                                                                     
      assets* ............................               0.22%(b)            0.22%            0.20%            0.33%(b) 
   Ratio of net investment income to                                                                                    
      average net assets* ................               5.65%(b)            5.27%            3.32%            2.87%(b) 

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

<FN>
*    During the period, certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.

(a)  Period from commencement of operations.

(b)  Annualized.

(c)  Not annualized.
</TABLE>

See notes to financial statements.
                                                                              13
                                     B-250
<PAGE>   556
THE ONE GROUP FAMILY OF MUTUAL FUNDS
U.S. TREASURY SECURITIES MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                               SECURITY                                              AMORTIZED
   AMOUNT                                               DESCRIPTION                                               COST
   ------                                               -----------                                               ----
<S>                                                                                                            <C>
U.S. TREASURY BILLS (27.7%):
     $40,000  6.06%, 7/6/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   39,966
      30,000  6.13%, 8/17/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,760
      30,000  6.20%, 8/24/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,721
      30,000  6.20%, 10/19/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,432
      50,000  5.18%, 11/2/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      49,108
      30,000  6.21%, 11/16/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,286
      50,000  5.21%, 12/7/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      48,850
      50,000  5.38%, 12/21/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      48,708
      50,000  5.37%, 1/11/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      48,554
                                                                                                               ----------
  Total U.S. Treasury Bills                                                                                       353,385
                                                                                                               ----------
  Total Investments                                                                                               353,385
                                                                                                               ----------

REPURCHASE AGREEMENTS (72.7%):
      60,000  Barclays de Zoete Wedd, 6.00%, due 7/5/95, dated 6/30/95 (Collateralized by $53,038 various
              government securities, 0.00%-12.38%, 8/15/95-5/15/16, market value-$61,201) . . . . . . . . . .      60,000
     250,000  Deutsche Bank, 6.20%, due 7/3/95, dated 6/30/95*  . . . . . . . . . . . . . . . . . . . . . . .     250,000
      60,000  Deutsche Bank, 6.05%, due 7/5/95, dated 6/30/95*  . . . . . . . . . . . . . . . . . . . . . . .      60,000
      60,000  Hong Kong Shanghai Banc Corp., 6.10%, due 7/5/95, dated 6/30/95 (Collateralized by $57,932
              U.S. Treasury Notes, 6.00%-7.88%, 7/31/99-12/31/99, market value-$61,203) . . . . . . . . . . .      60,000
      60,000  Lehman Brothers Holdings, Inc., 6.04%, due 7/5/95, dated 6/30/95 (Collateralized by $159,579
              various government securities, 0.00%, 5/15/09-5/15/10, market value-$61,200)  . . . . . . . . .      60,000
     178,810  Lehman Brothers Holdings, Inc., 6.20%, due 7/3/95, dated 6/30/95 (Collateralized by $395,648
              various government securities, 0.00%, 11/15/00-5/15/09, market value-$182,382)  . . . . . . . .     178,810
      60,000  Morgan Stanley, 6.06%, due 7/5/95, dated 6/30/95 (Collateralized by $62,105 U.S. Treasury
              Notes, 4.38%-7.75%, 3/31/96-11/15/96, market value-$61,205) . . . . . . . . . . . . . . . . . .      60,000
      60,000  Nomura Securities International, 6.05%, due 7/5/95, dated 6/30/95** . . . . . . . . . . . . . .      60,000
     140,000  Nomura Securities International, 6.18%, due 7/3/95, dated 6/30/95** . . . . . . . . . . . . . .     140,000
                                                                                                               ----------
  Total Repurchase Agreements                                                                                     928,810
                                                                                                               ----------
  Total (Cost--$1,282,195)(a)                                                                                  $1,282,195
                                                                                                               ==========

<FN>
- --------------
Percentages indicated are based on net assets of $1,276,814.
(a) Cost for federal income tax and financial reporting purposes are the same.

*   These repurchase agreements are both collateralized by $302,852 U.S.
    Treasury Notes, 5.13%-8.88%, 8/31/95-2/23/00, market value-$316,200.

**  These repurchase agreements are both collateralized by $188,404 various
    government securities, 0.00%-12.00%, 12/28/95-2/15/15, market
    value-$204,000.

</TABLE>

See notes to financial statements.

                                                                               9


                                    B-251
<PAGE>   557
THE ONE GROUP FAMILY OF MUTUAL FUNDS
PRIME MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                               SECURITY                                             AMORTIZED
   AMOUNT                                               DESCRIPTION                                              COST
   ------                                               -----------                                              ----
<S>                                                                                                            <C>
COMMERCIAL PAPER (40.4%):
     $36,720  ABS, Inc., 6.00%, 7/27/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  36,561
      21,330  ABS, Inc., 6.10%, 8/1/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21,218
      22,500  AES Shady Point, Inc., 6.50%, 7/12/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22,455
      23,882  AES Shady Point, Inc., 6.58%, 7/24/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     23,782
      45,000  American Honda Finance Corp., 6.55%, 7/5/95 . . . . . . . . . . . . . . . . . . . . . . . . . .     44,967
      50,000  American Honda Finance Corp., 6.60%, 7/10/95  . . . . . . . . . . . . . . . . . . . . . . . . .     49,918
      65,000  Countrywide Funding Corp., 6.00%, 7/24/95 . . . . . . . . . . . . . . . . . . . . . . . . . . .     64,751
      35,000  Countrywide Funding Corp., 6.00%, 7/25/95 . . . . . . . . . . . . . . . . . . . . . . . . . . .     34,860
      25,000  CSC Enterprises, 5.98%, 8/22/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,784
      40,000  Dean Witter Discover & Co., 5.96%, 7/28/95  . . . . . . . . . . . . . . . . . . . . . . . . . .     39,821
      36,000  DIC Americas, Inc., 5.97%, 7/24/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     35,863
      25,000  Embarcadero Center Venture (one), 6.15%, 7/7/95 . . . . . . . . . . . . . . . . . . . . . . . .     24,974
      23,750  Embarcadero Center Venture (three), 6.00%, 7/17/95  . . . . . . . . . . . . . . . . . . . . . .     23,687
      25,000  Finova Capital Corp., 6.03%, 8/1/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,870
      30,000  Finova Capital Corp., 6.13%, 8/4/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29,826
      30,000  Finova Capital Corp., 5.99%, 8/8/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29,810
      15,000  Finova Capital Corp., 6.13%, 8/17/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14,959
      24,121  Freedom Asset Funding Corp., 6.05%, 7/26/95 . . . . . . . . . . . . . . . . . . . . . . . . . .     24,020
      25,000  General Motors Acceptance Corp., 6.20%, 7/24/95 . . . . . . . . . . . . . . . . . . . . . . . .     24,901
      25,000  General Motors Acceptance Corp., 6.00%, 8/4/95  . . . . . . . . . . . . . . . . . . . . . . . .     24,858
      46,700  Madison Funding Corp., 6.00%, 7/12/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     46,614
      29,800  Madison Funding Corp., 5.95%, 8/23/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29,539
      10,000  Petrolea Brasileiro S.A. Petrobas, 6.65%, 7/10/95 . . . . . . . . . . . . . . . . . . . . . . .      9,983
      60,000  Public Service Electric & Gas Co., 5.97%, 8/4/95  . . . . . . . . . . . . . . . . . . . . . . .     59,662
      15,000  TamBrands Corp., 5.78%, 11/20/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14,658
      56,400  WMX Technologies, Inc., 6.97%, 10/2/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55,384
      15,000  Yamaha Motor Finance Corp., 6.00%, 7/14/95  . . . . . . . . . . . . . . . . . . . . . . . . . .     14,968
      25,000  Yamaha Motor Finance Corp., 6.00%, 7/17/95  . . . . . . . . . . . . . . . . . . . . . . . . . .     24,933
                                                                                                                --------
  Total Commercial Paper                                                                                         876,626
                                                                                                                --------

CORPORATE BONDS AND NOTES (14.1%):
Banking & Finance (12.7%):
      50,000  Abbey National Treasury Services, PLC, 7.05%, 3/1/96  . . . . . . . . . . . . . . . . . . . . .     49,994
      11,000  Associates Corp. of North America, 4.50%, 2/15/96 . . . . . . . . . . . . . . . . . . . . . . .     10,808
       7,600  Beneficial Corp., 9.20%, 7/21/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7,612
      50,000  CIT Group Holdings, Inc., 7.05%, 3/4/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50,000
      50,000  Comerica Bank, 5.61%, 11/8/95*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     49,990
      59,000  Dean Witter Discover & Co., 6.27%, 12/15/95 . . . . . . . . . . . . . . . . . . . . . . . . . .     59,048
       7,140  General Motors Acceptance Corp., 7.50%, 10/15/95  . . . . . . . . . . . . . . . . . . . . . . .      7,160
       6,900  General Motors Acceptance Corp., 5.15%, 9/21/95 . . . . . . . . . . . . . . . . . . . . . . . .      6,880
      25,150  Lehman Brothers, Inc., 6.75%, 5/17/96*  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     25,179
       8,900  Merrill Lynch & Co., Inc., 6.00%, 10/3/95 . . . . . . . . . . . . . . . . . . . . . . . . . . .      8,895
                                                                                                                --------
                                                                                                                 275,566
                                                                                                                --------

Utilities (1.4%):
      30,000  Waste Management, Inc. 4.88%, 7/1/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     30,000
                                                                                                                --------
  Total Corporate Bonds and Notes                                                                                305,566
                                                                                                                --------

FUNDING AGREEMENTS (7.8%):
      50,000  AllState, 6.29%, 10/2/95* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50,000
      60,000  National Home Life, 6.38%, 11/1/95* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60,000
      60,000  People's Security Life, 6.32%, 10/22/95*  . . . . . . . . . . . . . . . . . . . . . . . . . . .     60,000
                                                                                                                --------
  Total Funding Agreements                                                                                       170,000
                                                                                                                --------

MEDIUM TERM NOTES (4.0%):
       7,000  General Motors Acceptance Corp., 4.70%, 8/21/95 . . . . . . . . . . . . . . . . . . . . . . . .      6,988
      25,000  Lehman Brothers Holdings, Inc., 6.39%, 1/23/96* . . . . . . . . . . . . . . . . . . . . . . . .     25,000
      55,000  Lehman Brothers Holdings, Inc., 6.39%, 3/21/96* . . . . . . . . . . . . . . . . . . . . . . . .     55,000
                                                                                                                --------
  Total Medium Term Notes                                                                                         86,988
                                                                                                                --------

U.S. GOVERNMENT AGENCIES (3.8%):
Student Loan Marketing Assoc.:
      31,440  6.08%, 7/1/96*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     31,440
</TABLE>


Continued


10


                                    B-252
<PAGE>   558
THE ONE GROUP FAMILY OF MUTUAL FUNDS
PRIME MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                               SECURITY                                             AMORTIZED
   AMOUNT                                               DESCRIPTION                                              COST
   ------                                               -----------                                              ----
<S>                                                                                                            <C>
U.S. GOVERNMENT AGENCIES, CONTINUED
Student Loan Marketing Assoc.; continued;
     $50,000  5.70%, 9/28/98* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   50,000
                                                                                                               ----------
  Total U.S. Government Agencies                                                                                   81,440
                                                                                                               ----------

U.S. TREASURY BILLS (1.8%):
      40,000  5.46%, 9/21/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      39,502
                                                                                                               ----------
  Total U.S. Treasury Bills                                                                                        39,502
                                                                                                               ----------

YANKEE CERTIFICATES OF DEPOSIT (4.6%):
     100,000  Sumitomo Bank, 6.07%, 7/5/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     100,000
                                                                                                               ----------
  Total Yankee Certificates of Deposit                                                                            100,000
                                                                                                               ----------
  Total Investments                                                                                             1,660,122
                                                                                                               ----------

REPURCHASE AGREEMENTS (23.5%):
      50,000  Barclays de Zoete Wedd, 6.30%, due 7/3/95, dated 6/30/95 (Collateralized by $52,040 various
              government securities, 4.45%-8.50%, 3/27/96-2/1/05, market value-$51,003) . . . . . . . . . . .      50,000
     100,000  Prudential Securities, 6.20%, due 7/3/95, dated 6/30/95 (Collateralized by $101,249 various
              government securities, 0.00%-10.50%, 7/25/95-7/21/08, market value-$102,000)  . . . . . . . . .     100,000
     358,847  Lehman Brothers Holdings, Inc., 6.20%, due 7/3/95, dated 6/30/95 (Collateralized by $365,228
              various government securities, 0.00%-8.80%, 7/5/95-1/25/10, market value-$365,966)  . . . . . .     358,847
                                                                                                               ----------
  Total Repurchase Agreements                                                                                     508,847
                                                                                                               ----------
  Total (Cost--$2,168,969)(a)                                                                                  $2,168,969
                                                                                                               ==========
<FN>
- -------------
Percentages indicated are based on net assets of $2,167,384.

(a)  Cost for federal income tax and financial reporting purposes are the same.
*    Floating Rate Demand Notes are securities with yields that vary with a
     designated market index or market rate.
     These securities are payable on the date of demand. The rate reflected on
     the Schedule of Portfolio Investments is the effective rate at June 30,
     1995.

</TABLE>

See notes to financial statements.

                                                                              11


                                    B-253
<PAGE>   559
THE ONE GROUP FAMILY OF MUTUAL FUNDS
MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                                AMORTIZED
   AMOUNT                                                DESCRIPTION                                                 COST
   ------                                                -----------                                                 ----
<S>                                                                                                                <C>
MUNICIPAL SECURITIES (104.6%):
Alabama (0.5%):
     $ 2,700  Alabama Private Colleges University Equipment & Capital, Series A, 4.25%, 7/1/05, Insured: FGIC*     $  2,700
                                                                                                                   --------

Arizona (3.3%):
       2,000  Chandler County, Arizona Industrial Development Authority Revenue Bond, 3.60%, 12/15/09 LOC:
              National Westminster Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
       3,000  Cochise County, Arizona Pollution Control Corp. Revenue, 4.45%, 9/1/24, CFC Backed**  . . . . .         3,000
       6,400  Cochise County, Arizona Pollution Control Corp. Revenue, 4.45%, 9/1/24, CFC Backed**  . . . . .         6,400
       3,000  Mesa, Arizona Special Municipal, 3.95%, 7/12/95, LOC: Union Bank of Switzerland . . . . . . . .         3,000
       1,600  Pinal County, Arizona Industrial Development Authority Revenue Bonds, 4.15%, 9/1/08, LOC:
              Bankers Trust*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,600
                                                                                                                   --------
                                                                                                                     16,000
                                                                                                                   --------

Arkansas (1.6%):
       8,100  Clark County, Arkansas Solid Waste Disposal Revenue Bonds, 4.25%, 8/1/22, LOC: Trust Company
              Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,100
                                                                                                                   --------

California (1.5%):
       2,500  California Higher Education Loan Authority, 3.90%, 6/1/01, LOC: National Westminster Bank** . .         2,500
       5,000  Orange County, California, Pooled School District, TRAN, 4.50%, 7/28/95 . . . . . . . . . . . .         5,003
                                                                                                                   --------
                                                                                                                      7,503
                                                                                                                   --------

Colorado (4.4%):
       3,000  Arapahoe County, Colorado, Capital Improvement Trust Fund Highway Revenue, Series D, 4.45%,
              8/31/26, LOC: Union Bank of Switzerland** . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,000
       9,015  Arapahoe County, Colorado, Capital Improvement Trust Fund Highway Revenue, Series B, 4.40%,
              8/31/26, Escrow: FNMA** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,015
       2,500  Lakewood, Colorado Multifamily Housing, St Moritz & Diamondhead Project, 4.05%, 10/1/07, LOC:
              Dai-Ichi Kangyo*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,500
       7,500  Platte River Power Authority, Colorado Electric Revenue, 3.90%, 7/19/95, SBPA: Morgan Guaranty          7,500
                                                                                                                   --------
                                                                                                                     22,015
                                                                                                                   --------
Delaware (0.7%):
       3,225  Delaware State GO Bonds, 5.25%, 12/1/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,230
                                                                                                                   --------

Florida (6.0%):
       6,000  Dade County, Florida, Solid Waste IDR-Monteray-Dade Ltd. Project, 4.45%, 12/1/13, LOC: Banque
              Paribas*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,000
       2,500  Florida Housing Finance Authority Bonds, 4.45%, 12/1/08, LOC: Sumitomo Bank*  . . . . . . . . .         2,500
       5,000  Hillsborough, Florida - Tampa Airport, 4.30%, 7/21/95, LOC: National Westminster Bank** . . . .         5,000
       3,500  Putnam County, Florida, Seminole Electric Power Revenue Bonds, 4.30%, 3/15/14, CFC Backed** . .         3,501
       1,600  Putnam County, Florida, Seminole Electric Power Revenue Bonds, 3.40%, 12/15/09, CFC Backed**  .         1,600
       6,200  Sunshine State Finance Commission, 3.95%, 7/10/95, LOC: Union Bank of Switzerland, National
              Westminster Bank and Morgan Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,200
       5,000  Sunshine State Government Finance Authority, 3.90%, 8/8/95, LOC: Union Bank of Switzerland,
              National Westminster Bank and Morgan Guaranty . . . . . . . . . . . . . . . . . . . . . . . . .         5,000
                                                                                                                   --------
                                                                                                                     29,801
                                                                                                                   --------

Georgia (7.2%):
       6,500  Burke County, Georgia, PCR Oglethorpe Power - 1994A Series, 4.15%, 1/1/19, Insured by FGIC* . .         6,500
       5,000  Dekalb County, Georgia, TAN, 5.00%, 12/29/95  . . . . . . . . . . . . . . . . . . . . . . . . .         5,018
      10,900  Housing Authority of Cobb, Georgia, Multifamily Housing Bond, Series 1992, 4.30%, 6/1/23, LOC:
              Societe Generale* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,900
      13,200  Municipal Electric Authority of Georgia, 3.65%, 7/5/95, SBPA Credit Suisse  . . . . . . . . . .        13,200
                                                                                                                   --------
                                                                                                                     35,618
                                                                                                                   --------

Hawaii (0.8%):
       4,000  Hawaii State Housing Finance & Development, Rental Housing System, Series B, 4.25%, 7/1/25 LOC:
              Industrial Bank of Japan* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,000
                                                                                                                   --------

Idaho (1.0%):
       5,000  State of Idaho TAN, 4.50%, 6/27/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,033
                                                                                                                   --------
</TABLE>

Continued

12
                                    B-254

<PAGE>   560
THE ONE GROUP FAMILY OF MUTUAL FUNDS
MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                                AMORTIZED
   AMOUNT                                                DESCRIPTION                                                 COST
   ------                                                -----------                                                 ----
<S>                                                                                                                <C>
MUNICIPAL SECURITIES, CONTINUED:
Illinois (14.2%):
     $ 3,175  Chicago Illinois Adjustable Tender Notes, Series A, 4.60%, 10/31/96, Mandatory Put 11/1/95, LOC:
              Morgan Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  3,175
      16,000  Chicago O'Hare International Airport Second Lien - Series B, 4.10%, 1/1/18, LOC: Societe
              General*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        16,000
       5,000  City of Jacksonville, Illinois, Industrial Project Loans, 4.40%, 2/1/26, LOC: Bank of America,
              Chicago*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,000
       4,000  Decatur Illinois,Water Revenue, 4.00%, 10/19/95, LOC: Sumitomo Bank . . . . . . . . . . . . . .         4,000
       2,500  Illinois Educational Facilities Authority, Northwestern University, 4.05%, 3/1/28, LOC: Northern
              Trust Co.*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,500
       2,500  Illinois Development Finance Authority, Roosevelt University Project, 4.68%, 4/1/25, LOC:
              American National Bank  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,500
       6,500  Illinois Development Finance Authority Revenue Bonds, Aurora Central Catholic High School,
              4.15%, 4/1/24, LOC: Northern Trust Co.* . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,500
       2,000  Illinois Development Finance Authority Revenue Bonds, Sisters Hospital, 4.25%, 2/1/19, LOC: La
              Salle National Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
       1,625  Illinois Development Finance Authority Revenue Bonds, St. Paul's Development, 3.70%, 2/1/25,
              LOC: La Salle National Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,625
       8,000  Illinois Facilities Authority, DPA Council for Jewish Elderly Center, 4.50%, 3/1/15, LOC:
              LaSalle National Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,000
       1,500  Illinois Health, Chicago, LaGrange Hospital, 4.50%, 12/1/16, LOC: FNB Chicago*  . . . . . . . .         1,500
       2,000  Illinois Health Facilities Authority, Chicago, Little City, 4.00%, 10/1/15, LOC: FNB Chicago**          2,000
       8,000  Illinois Health Facilities Authority, Franciscan Hospital, 4.35%, 1/1/18, LOC: Toronto Dominion
              Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,000
       1,000  Illinois Health Facilities Authority, Pooled Series, Series C, 4.20%, 8/1/15, LOC: FNB Chicago*         1,000
       3,000  Illinois Health Facilities Authority, Washington & Smith Hospital, 4.20%, 7/1/26, LOC: Comerica
              Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,000
       1,400  Illinois Health Facilities Authority, Condell Hospital, 4.25%, 11/1/05, LOC: Bank of Tokyo* . .         1,400
       2,000  Illinois Health Facilities Authority, Series E, 1985, Sisters Hospital, 4.00%, 12/1/14, Insured:
              MBIA* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
                                                                                                                   --------
                                                                                                                     70,200
                                                                                                                   --------

Indiana (5.1%):
      13,700  Gary, Indiana, Environmental Improvement, (USX Project), 3.60%, 7/15/02, LOC: Bank of Nova
              Scotia* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13,700
       2,500  Indiana Hospital Equipment Finance Authority, Series A, 4.50%, 12/1/15, Insured: MBIA*  . . . .         2,500
       4,200  Jasper, Indiana Economic Development, 4.40%, 3/1/19, LOC: PNC Bank* . . . . . . . . . . . . . .         4,200
       4,800  Terre Haute, Indiana Economic Development Revenue, First Financial Corp. Project, 4.80%, 7/6/95,
              LOC: FNB Chicago  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,800
                                                                                                                   --------
                                                                                                                     25,200
                                                                                                                   --------

Iowa (1.0%):
       5,000  Iowa School Corporations, 4.25%, 7/17/95, Insured: Capital Guaranty . . . . . . . . . . . . . .         5,001
                                                                                                                   --------

Kentucky (2.0%):
       4,500  County of Clark, Kentucky, PCR East Kentucky Power, 4.15%, 10/15/14, CFC Backed** . . . . . . .         4,500
       2,200  Pendleton County, Kentucky Self-insurance Funding Revenue Bonds, Series 1987, 3.75%, 7/1/95,
              LOC: PNC, Kentucky. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,200
       3,000  Pulaski County, Kentucky Hospital Service District, Solid Waste Disposal Revenue, Series B,
              4.65%, 8/15/23, CFC Guaranty**  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,000
                                                                                                                   --------
                                                                                                                      9,700
                                                                                                                   --------

Louisiana (2.9%):
      11,190  Jefferson Parish, Louisiana Hospital Service District, 4.25%, 12/1/15, Insured by: FGIC*  . . .        11,190
       1,000  Parish of St. James, Louisiana, PCR for Texaco Bonds, 4.20%, 8/8/95** . . . . . . . . . . . . .         1,000
       2,100  Louisiana Public Facilities Authority, Hospital Financing, Series 1985-A, 4.45%, 12/1/05, LOC:
              Sumitomo Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,100
                                                                                                                   --------
                                                                                                                     14,290
                                                                                                                   --------

Michigan (1.5%):
       3,500  Grand Rapids Michigan, Water Supply Revenue Bonds, 9.50%, 1/1/16, Pre-refunded Escrowed U.S.
              Government Securities** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,674


</TABLE>

Continued

                                                                              13


                                    B-255
<PAGE>   561
THE ONE GROUP FAMILY OF MUTUAL FUNDS
MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                                AMORTIZED
   AMOUNT                                                DESCRIPTION                                                 COST
   ------                                                -----------                                                 ----
<S>                                                                                                                <C>
MUNICIPAL SECURITIES, CONTINUED:
Michigan, continued:
      $2,500  Michigan Municipal Bond Revenue Notes, Series 95-B, 4.50%, 7/3/96 . . . . . . . . . . . . . . .      $  2,517
       1,000  Michigan Strategic Environmental, Wayne Disposal, 4.25%, 5/1/05, LOC: Comerica Bank*  . . . . .         1,000
                                                                                                                   --------
                                                                                                                      7,191
                                                                                                                   --------

Missouri (1.2%):
       2,000  Missouri Environment Improvement Authority, Series 85-A, 3.30%, 7/13/95, LOC: Union Bank of
              Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
       2,000  Missouri Environment Improvement Authority, 4.10%, 7/14/95, LOC: Union Bank of Switzerland  . .         2,000
       2,000  Missouri Environment Improvement Authority, Series, 4.00%, 6/1/14, LOC: Union Bank of
              Switzerland** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
                                                                                                                   --------
                                                                                                                      6,000
                                                                                                                   --------

Montana (0.7%):
       3,500  Montana State Board Investment, Municipal Finance Conservation Act, 4.90%, 3/1/09** . . . . . .         3,500
                                                                                                                   --------

Nevada (3.3%):
       5,500  Clark County, Nevada, IDR Bonds, 4.40%, 11/1/18, LOC: Fuji Bank*  . . . . . . . . . . . . . . .         5,500
       4,650  Clark County, Nevada, Industrial Development Revenue Bonds, Series 1985, 4.85%, 12/1/15, LOC:
              Fuji Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,650
       4,000  Clark County, Nevada Airport System Improvement Revenue Bonds, Sub Lien, Series 1995 A-1, 4.15%,
              7/1/25, LOC: Toronto Dominion*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,000
       2,000  State of Nevada Department of Commerce, Series 1985, (FMC Corp.), 4.20%, 9/15/97, LOC: Barclays
              Bank**  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
                                                                                                                   --------
                                                                                                                     16,150
                                                                                                                   --------

New Hampshire (1.0%):
       5,000  New Hampshire State Industrial Development Authority Revenue, Series A, United Illuminating Co.,
              4.50%, 9/1/15, LOC: Barclays Bank** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,000
                                                                                                                   --------

New York (2.0%):
       2,500  New York State Energy Research PCR New York State Electric & Gas, 4.60%, 12/1/15, LOC: Union
              Bank of Switzerland** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,500
       7,500  New York State Energy Research & Development Authority PCR Bonds, Series A, 4.70%, 3/1/16, LOC:
              Deutshebank A.G.**  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,506
                                                                                                                   --------
                                                                                                                     10,006
                                                                                                                   --------

North Carolina (1.4%):
       7,000  Person County, North Carolina Industrial Facilities & Pollution Control Financing Authority,
              4.75%, 11/1/16, LOC: Fuji Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,000
                                                                                                                   --------

North Dakota (0.6%):
       3,100  Mercer County, North Dakota, 3.95%, 2/1/18, IDR-CFC Backed**  . . . . . . . . . . . . . . . . .         3,100
                                                                                                                   --------

Ohio (6.9%):
       3,000  Columbus, Ohio, GO Adjustable Rate Bonds, 3.80%, 6/1/16*  . . . . . . . . . . . . . . . . . . .         3,000
       2,000  Geauga County, Ohio, IDR, General Signal Co., 4.35%, 4/1/04, LOC: Wachovia Bank of Georgia* . .         2,000
       2,000  Montgomery County, Ohio, Series B, Miami Valley Hospital, 4.00%, 7/21/95, LOC: Fuji Bank  . . .         2,000
         700  Ohio Air Quality Development Authority, Cincinnati Gas & Electric, 4.25%, 12/1/15, LOC: J.P.
              Morgan**  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           700
       6,800  Ohio Air Quality Development Authority, JMG Corp., 4.05%, 4/1/28, LOC: Societe Generale*  . . .         6,800
       3,300  Ohio State Environmental Improvement Authority, 4.30%, 5/1/11, LOC: Sanwa Bank* . . . . . . . .         3,300
       7,000  Ohio State University, General Receipts, Series B, 4.15%, 12/1/12, Liquidity Agreement with Ohio
              State University* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,000
       5,500  Ohio Water Development Authority, Timken Co., Refunding Series 1993, 4.00%, 5/1/07, LOC:
              Wachovia Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,500
       1,500  Student Loan Funding Corp. Series B-1 Revenue Bond, 4.35%, 1/1/07, LOC: National Westminster
              Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
       1,000  Student Loan Funding Corp., Series 1983-A, Revenue Bond, 4.25%, 12/29/98, LOC: Fuji Bank* . . .         1,000
       1,400  Toledo Lucas County, Ohio, CSX Transportation, 4.00%, 7/20/95, LOC: Bank of Nova Scotia . . . .         1,400
                                                                                                                   --------
                                                                                                                     34,200
                                                                                                                   --------
</TABLE>
Continued

14
                                    B-256
<PAGE>   562
THE ONE GROUP FAMILY OF MUTUAL FUNDS
MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                                AMORTIZED
   AMOUNT                                                DESCRIPTION                                                 COST
   ------                                                -----------                                                 ----
<S>                                                                                                                <C>
MUNICIPAL SECURITIES, CONTINUED:
Pennsylvania (1.2%):
      $6,000  Washington County, Pennsylvania, Pooled Equipment Lease Program, 4.25%, 11/1/05, LOC: Sanwa
              Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  6,000
                                                                                                                   --------

South Carolina (3.6%):
       1,700  Cherokee County, South Carolina, Industrial Revenue Bonds, 4.25%, 7/1/19, LOC: Bank of Nova
              Scotia* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,700
       1,500  South Carolina, GO, Capital Improvement, Series B, 6.80%, 3/1/96: . . . . . . . . . . . . . . .         1,533
       5,000  South Carolina Public Service, 3.60%, 9/11/95, LOC: NCNB  . . . . . . . . . . . . . . . . . . .         5,000
       2,500  York County, South Carolina, PCR, Series 84E-2, 4.55%, 8/15/14, CFC Guaranty**  . . . . . . . .         2,500
       2,275  York County, South Carolina, PCR, Series 84N-4, 4.30%, 9/15/14, CFC Guaranty**  . . . . . . . .         2,275
       5,000  York County, South Carolina, PCR, Series 84N-5, 4.30%, 9/15/14, CFC Guaranty**  . . . . . . . .         5,000
                                                                                                                   --------
                                                                                                                     18,008
                                                                                                                   --------

Tennessee (2.7%):
       5,400  Hamilton County, Tennessee, Industrial Development Board, Series 1985, 4.25%, 11/1/05, LOC:
              Sumitomo Bank and Industrial Bank of Japan* . . . . . . . . . . . . . . . . . . . . . . . . . .         5,400
       4,040  Knox County, Tennessee, Hospital Facilities Revenue Bond, 3.85%, 12/1/15, Insured: MBIA*  . . .         4,040
       3,800  Oak Ridge, Tennessee, Industrial Board Economic Development Revenue Bonds, 4.20%, 5/1/09, LOC:
              ABM/AMRO* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,800
                                                                                                                   --------
                                                                                                                     13,240
                                                                                                                   --------

Texas (15.3%):
       4,590  Bexar, Texas Army Retirement, 4.25%, 7/1/11,  LOC: Rabo Bank* . . . . . . . . . . . . . . . . .         4,590
       8,000  Brazos River Authority Texas PCR, Electric Company-B, 4.70%, 6/1/30, LOC: Union Bank of
              Switzerland*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,000
       7,500  Capital Health Facilities Development Corp., Texas, Series 1986, 4.30%, 12/1/16, LOC: ABM/AMRO*         7,500
       3,100  Capital Industrial Development Corp. of Texas, W.L. Gore Project, 3.50%, 12/5/95, LOC: Morgan
              Guaranty**  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,100
       1,600  Denton, Texas, IDR, 4.20%, 12/1/09, LOC: Union Bank of Switzerland* . . . . . . . . . . . . . .         1,600
       2,000  Gulf Coast, Texas, Waste Disposal Authority, Amoco Corp., 4.30%, 4/1/15** . . . . . . . . . . .         2,000
       4,000  Gulf Coast, Texas, Waste Disposal Authority, Environmenal Improvement Revenue, Amoco Corp.,
              4.40%, 3/1/09*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,000
       5,000  Gulf Coast Texas, Industrial Development Authority, Amoco Corp., 3.80%, 6/1/25**  . . . . . . .         5,000
       4,000  Hockley County, Texas, Industrial Development Corp., PCR, Amoco Corp., 4.75%, 3/1/14* . . . . .         4,002
       4,000  Houston, Texas Airport, 3.60%, 8/1/95, LOC: Morgan Guaranty & Canadian Imperial Bank of Commerce        4,000
       5,000  Panhandle-Plains Texas, Higher Education Authority, Series 91-A, 4.30%, 6/1/21, LOC: SLMA*  . .         5,000
       5,000  Panhandle-Plains Texas, Higher Education Authority, Series A, 4.30%, 6/1/23, LOC: SLMA* . . . .         5,000
      16,800  San Antonio, Texas, Health Facilities, Series 92-A, 4.45%, 6/1/08, LOC: NationsBank, Texas* . .        16,800
       4,450  Texas Higher Education Authority, Series 1985-B, 4.25%, 12/1/25, Insured: FGIC* . . . . . . . .         4,450
                                                                                                                   --------
                                                                                                                     75,042
                                                                                                                   --------

Utah (0.8%):
       4,100  Salt Lake, Utah, Adjustable Rate Airport Revenue Bond, Series 1994-A, 4.30%, 6/1/98, LOC: Credit
              Suisse* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,100
                                                                                                                   --------

Washington (5.0%):
       3,000  Seattle, Washington Municipal Light & Power, 4.30%, 10/5/95,  LOC: Morgan Guaranty  . . . . . .         3,000
         700  Washington Community Economic Revitalization Board Revenue Bonds Series 1987-1, 4.35%, 7/1/98,
              LOC: Industrial Bank of Japan*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           700
         725  Washington Community Economic Revitalization Board Revenue Bonds Series 1990-1, 4.35%, 7/1/05,
              LOC: National Bank of Japan*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           725
         910  Washington Community Economic Revitalization Board Revenue Bonds Series 88-1, 4.35%, 7/1/08,
              LOC: National Bank of Japan*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           910
      10,000  Washington Public Power System Revenue Bonds, Series 1993-A-2, 3.85%, 7/1/18, LOC: Industrial
              Bank of Japan*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,000
</TABLE>




Continued

                                                                              15


                                    B-257
<PAGE>   563
THE ONE GROUP FAMILY OF MUTUAL FUNDS
MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                                AMORTIZED
   AMOUNT                                                DESCRIPTION                                                 COST
   ------                                                -----------                                                 ----
<S>                                                                                                                <C>
MUNICIPAL SECURITIES, CONTINUED:
Washington, continued:
     $10,000  Washington Public Power System Revenue Bonds, Project 1 & 3, 3.80%, 7/1/18, LOC: Bank of
              America*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 10,000
                                                                                                                   --------
                                                                                                                     25,335
                                                                                                                   --------

West Viriginia (2.8%):
       4,800  Marion County West Virginia, 4.15%, 10/1/17, LOC: National Westminster Bank*  . . . . . . . . .         4,800
       2,500  Marion County West Virginia, 4.30%, 10/1/17, LOC: National Westminster Bank*  . . . . . . . . .         2,500
       6,000  West Virginia Public Energy, Morgantown Project, 4.25%, 8/4/95, LOC: Swiss Bank . . . . . . . .         6,000
                                                                                                                   --------
                                                                                                                     13,300
                                                                                                                   --------

Wisconsin (2.0%):
      10,000  Wisconsin GO Notes, 4.50%, 6/17/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,079
                                                                                                                   --------

Wyoming (0.3%):
       1,500  Gillette County, Wyoming, Pacific Corp Project 4.00%, 7/17/95, LOC: Deutsche Bank . . . . . . .         1,500
                                                                                                                   --------
  Total Municipal Securities                                                                                        517,142
                                                                                                                   --------
  Total Investments (Cost-$517,142)(a)                                                                             $517,142
                                                                                                                   ========
<FN>

- -------------
Percentages indicated are based on net assets of $494,261.

(a) Cost for federal income tax and financial reporting purposes are the same.
*   Variable rate securities having liquidity sources through bank letters of
    credit and/or liquidity arrangements.  The interest rate, which will change
    periodically, is based upon bank prime rates or an index of market interest
    rates. The rate reflected on the Schedule of Portfolio Investments is the
    rate in effect on June 30, 1995.
**  Put and demand features exist allowing the Fund to require the repurchase of
    the investments within variable time periods of less than one year.


CFC          Commodities Futures Commission
FGIC         Financial Guarantee Insurance Corp.
FNMA         Federal National Mortgage Association
GO           General Obligation
IDR          Industrial Development Revenue
LOC          Collateralized by Letters of Credit issued by Foreign and Domestic
             Banks
MBIA         Municipal Bond Insurance Association.
PCR          Pollution Control Revenue
SBPA         Standby Bond Purchase Agreement
SLMA         Student Loan Marketing Association
TAN          Tax Anticipation Notes
TRAN         Tax and Revenue Anticipation Notes

</TABLE>

See notes to financial statements.

16


                                    B-258
<PAGE>   564
THE ONE GROUP FAMILY OF MUTUAL FUNDS
OHIO MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                            AMORTIZED
   AMOUNT                                                DESCRIPTION                                             COST
   ------                                                -----------                                             ----
<S>                                                                                                            <C>
MUNICIPAL SECURITIES (100.7%):
  $1,000  Berea, Ohio, GO, BAN, 4.50%, 10/25/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  1,001
   1,000  Cincinnati, Ohio, GO, 5.63%, 12/1/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,005
   6,700  Columbus, Ohio, Sewerage System Revenue Bonds, 3.90%, 6/1/11* . . . . . . . . . . . . . . . . .         6,700
   3,750  City of St. Mary's, Ohio, Industrial Development Authority, Setex, Inc. Project, 4.60%, 12/1/01,
          LOC: Industrial Bank of Japan*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,750
   3,105  Clermont County, Ohio, Hospital Facilities, Series B, 3.85%, 12/1/15, Insured: MBIA*  . . . . .         3,105
   2,000  Columbus, Ohio, GO, 3.80%, 7/6/95*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
   2,500  Columbus, Ohio, GO, Sewer Improvement Bonds, 9.00%, 9/15/95 . . . . . . . . . . . . . . . . . .         2,522
   1,600  Cuyahoga County, Ohio, IDR Bonds, Series 1985, 3.95%, 12/1/15, LOC: Union Bank of Switzerland*          1,600
     300  Cuyahoga County, Ohio, IDR Bonds, Series 1987, 4.10%, 4/1/12, LOC: Dresdner Bank* . . . . . . .           300
   1,800  Franklin County, Ohio, IDR, Inland Products, Inc. Project, 4.40%, 8/1/04, LOC: PNC Bank, Ohio*          1,800
   1,500  Franklin County, Ohio, Hospital Authority, 4.15%, 5/1/15, LOC: National Bank of Detroit*  . . .         1,500
   1,000  Greater Cleveland Regional Transit Authority, BAN, 4.10%, 4/10/96 . . . . . . . . . . . . . . .         1,003
     500  Hamilton County, Ohio, Performing Arts Center 1995, 4.10%, 6/15/05, LOC: Fifth Third Bank*  . .           500
   2,445  Hamilton County, Ohio Sewer System, Pre-refunded-Escrow U.S. Government securities, 9.50%,
          12/1/95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,567
   3,500  Hillsboro, Ohio, IDR, TD Manufacturing Co., 4.50%, 6/1/97, LOC: Sanwa Bank* . . . . . . . . . .         3,500
   1,725  Montgomery County, Ohio, Miami Valley Hospital, 4.00%, 7/21/95, LOC: Fuji Bank  . . . . . . . .         1,725
   3,000  Ohio Air Quality Development Authority Bonds, Series 1992, Timken Co., 4.00%, 6/1/01, LOC:
          Credit Suisse*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,000
   1,000  Ohio Air Quality Development Authority, Cincinnati Gas & Electric, 4.25%, 7/12/95, LOC: Morgan
          Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,000
   4,500  Ohio Air Quality Development Authority, JMG Co., 4.05%, 4/1/28, LOC: Societe Generale*  . . . .         4,500
   1,700  Ohio Air Quality Development Authority, CEI Co., 3.70%, 8/4/95, Insured by FGIC . . . . . . . .         1,700
   2,000  Ohio Air Quality Development Authority, CEI Co. 3.00%, 7/17/95, Insured by FGIC . . . . . . . .         2,000
   4,400  Ohio Housing Finance Agency, Multi Family Housing Revenue Bonds, 3.90%, 12/1/15, LOC: Morgan
          Guaranty Bank*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,400
   1,000  Ohio State Court Street Center, 4.73%, 10/1/98, LOC: Provident Bank*  . . . . . . . . . . . . .         1,000
   1,500  Ohio State Environmental Improvement Authority, U.S. Steel Corp. Project, 4.30%, 5/1/11, LOC:
          Sanwa Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
   2,850  Ohio State Higher Education Facilities Commission, Oberlin College Project, 4.00%, 10/1/15, LOC:
          Bank of Tokyo*  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,850
     665  Ohio State University, Series B-85, 4.40%, 12/1/01, SBPA: National Westminster Bank*  . . . . .           665
   4,000  Ohio State University, Series 86-B, 4.40%, 12/1/06, SBPA: National Westminster Bank*  . . . . .         4,000
   3,000  Ohio Water Development Authority, Series 1992, Timken Co., 4.00%, 6/1/01, LOC: Credit Suisse* .         3,000
   1,500  Ohio Water Development Authority, CEI Co., 4.15%, 7/13/95, LOC: Insured by FGIC . . . . . . . .         1,500
   1,000  Ohio Water Development Authority, CEI Co., 4.15%, 8/4/95, Insured by FGIC . . . . . . . . . . .         1,000
   1,000  Ohio Water Development Authority, CEI Co., 3.10%, 9/5/95, Insured by FGIC . . . . . . . . . . .         1,000
   1,000  Ross County, Ohio Hospital Facilities, 4.15%, 12/1/20, LOC: Fifth Third Bank  . . . . . . . . .         1,000
   2,000  Student Loan Funding Corp., Cincinnati, Ohio, Series B-1, 4.35%, 1/1/07, LOC: National
          Westminster Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,000
   1,300  Student Loan Funding Corp., Cincinnati, Ohio, Series A-3, 4.35%, 1/1/07, LOC: National
          Westminster Bank* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,300
   2,000  Student Loan Funding Corp., Cincinnati, Ohio, Series 1983-A, 4.25%, 12/29/98, LOC: Fuji Bank* .         2,000
   4,000  Summit County, Ohio, GO, Series 1995A, BAN, 5.00%, 3/7/96 . . . . . . . . . . . . . . . . . . .         4,009
</TABLE>



Continued

                                                                              17


                                    B-259
<PAGE>   565
THE ONE GROUP FAMILY OF MUTUAL FUNDS
OHIO MUNICIPAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
  PRINCIPAL                                                SECURITY                                            AMORTIZED
   AMOUNT                                                DESCRIPTION                                             COST
   ------                                                -----------                                             ----
<S>                                                                                                            <C>
MUNICIPAL SECURITIES, CONTINUED:
      $2,000  Toledo, (Lucas County) Ohio, CSX Transportation, 4.00%, 7/20/95, LOC: Bank of Nova Scotia . . .  $  2,000
       2,500  Toledo, (Lucas County) Ohio, CSX Transportation, 3.85%, 8/1/95, LOC: Bank of Nova Scotia  . . .     2,500
       1,000  Toledo, (Lucas County) Ohio, 4.15%, 7/5/95, LOC: Bank of Nova Scotia  . . . . . . . . . . . . .     1,000
         300  Twinsburg, Ohio, IDR, UTD Stationers Supply Co., 4.90%, 12/1/11, LOC: PNC Bank* . . . . . . . .       300
       1,300  University of Cincinnati, Ohio, BAN - Series S1, 5.00%, 3/21/96 . . . . . . . . . . . . . . . .     1,303
       1,000  University of Cincinnati, Ohio, BAN, 4.75%, 8/30/95 . . . . . . . . . . . . . . . . . . . . . .     1,001
       2,100  Wooster, Ohio, IDR Allen Group, 3.95%, 12/1/10, LOC: Dresdner Bank* . . . . . . . . . . . . . .     2,100
                                                                                                               --------
  Total Municipal Securities                                                                                     88,206
                                                                                                               --------
  Total Investments (Cost--$88,206)(a)                                                                         $ 88,206
                                                                                                               ========
<FN>

- -------------
Percentages indicated are based on net assets of $87,596.

(a) Cost for federal income tax and financial reporting purposes are the same.

*   Variable rate securities having liquidity sources through bank letters of
    credit or other credit and/or liquidity arrangements. The interest rate,
    which will change periodically, is based upon bank prime rates or an index
    of market interest rates. The rate reflected on the Schedule of Portfolio
    Investments is the rate in effect on June 30, 1995.

BAN     Bond Anticipation Notes
FGIC    Financial Guaranty Insurance Company
GO      General Obligation
IDR     Industrial Development Revenue
LOC     Collateralized by Letters of Credit issued by Foreign and Domestic Banks
MBIA    Municipal Bond Insurance Association
SBPA    Standby Bond Purchase Agreement

</TABLE>

See notes to financial statements.

18


                                    B-260
<PAGE>   566
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands
                                                                             except per share amounts)
                                                          U.S. TREASURY
                                                           SECURITIES
                                                              MONEY           PRIME        MUNICIPAL     OHIO MUNICIPAL
                                                             MARKET       MONEY MARKET   MONEY MARKET     MONEY MARKET
                                                              FUND            FUND           FUND             FUND
                                                           ----------      ----------      --------          -------
<S>                                                       <C>             <C>            <C>             <C>
ASSETS:
Investments, at value . . . . . . . . . . . . . . . .      $  353,385      $1,660,122      $517,142          $88,206
Repurchase agreements . . . . . . . . . . . . . . . .         928,810         508,847
                                                           ----------      ----------      --------          -------
                                                            1,282,195       2,168,969       517,142           88,206
Cash  . . . . . . . . . . . . . . . . . . . . . . . .                             109
Interest receivable . . . . . . . . . . . . . . . . .             219           7,381         3,361              496
Receivable for capital shares issued  . . . . . . . .                             135
Receivable from advisor . . . . . . . . . . . . . . .             167             253            80               17
Deferred organization costs . . . . . . . . . . . . .                                                              2
Prepaid expenses and other assets . . . . . . . . . .              36              10           116              108
                                                           ----------      ----------      --------          -------
Total Assets  . . . . . . . . . . . . . . . . . . . .       1,282,617       2,176,857       520,699           88,829
                                                           ----------      ----------      --------          -------
LIABILITIES:
Dividends payable . . . . . . . . . . . . . . . . . .           5,248           8,340         1,293              138
Payable to brokers for investments purchased  . . . .                                        19,630            1,000
Payable for capital shares redeemed . . . . . . . . .                              39             2
Cash overdraft  . . . . . . . . . . . . . . . . . . .               1                         5,279               52
Accrued expenses and other payables:
     Investment advisory fees   . . . . . . . . . . .             357             592           148               21
     Administration fees  . . . . . . . . . . . . . .             171             284            71               12
     12b-1 fees (Class A)   . . . . . . . . . . . . .              26              55            15               10
     Other  . . . . . . . . . . . . . . . . . . . . .                             163
                                                           ----------      ----------      --------          -------
Total Liabilities . . . . . . . . . . . . . . . . . .           5,803           9,473        26,438            1,233
                                                           ----------      ----------      --------          -------
NET ASSETS:
Capital . . . . . . . . . . . . . . . . . . . . . . .       1,276,812       2,167,440       494,396           87,606
Undistributed (distributions in excess of)
  net investment income . . . . . . . . . . . . . . .              27             (20)         (139)             (10)
Accumulated undistributed net realized
  gains (losses) from investment transactions . . . .             (25)            (36)            4
                                                           ----------      ----------      --------          -------
Net Assets  . . . . . . . . . . . . . . . . . . . . .      $1,276,814      $2,167,384      $494,261          $87,596
                                                           ==========      ==========      ========          =======
Net Assets
     Fiduciary  . . . . . . . . . . . . . . . . . . .      $1,178,091      $1,965,416      $437,743          $51,806
     Class A  . . . . . . . . . . . . . . . . . . . .          98,723         201,968        56,518           35,790
                                                           ----------      ----------      --------          -------
                                                           $1,276,814      $2,167,384      $494,261          $87,596
                                                           ==========      ==========      ========          =======
Outstanding shares of beneficial interest
     Fiduciary  . . . . . . . . . . . . . . . . . . .       1,178,070       1,965,444       437,856           51,806
     Class A  . . . . . . . . . . . . . . . . . . . .          98,740         201,996        56,540           35,800
                                                           ----------      ----------      --------          -------
          Total   . . . . . . . . . . . . . . . . . .       1,276,810       2,167,440       494,396           87,606
                                                           ==========      ==========      ========          =======
Net asset value--offering and redemption
  price per share (Fiduciary and Class A Shares)  . .           $1.00           $1.00         $1.00            $1.00
                                                           ==========      ==========      ========          =======
Investments, at amortized cost  . . . . . . . . . . .      $1,282,195      $2,168,969      $517,142          $88,206
                                                           ==========      ==========      ========          =======
</TABLE>




See notes to financial statements.

                                                                              19


                                    B-261
<PAGE>   567
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS                         FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                                            (Amounts in Thousands)
                                                                               U.S.
                                                                             TREASURY
                                                                            SECURITIES                                  OHIO
                                                                               MONEY       PRIME       MUNICIPAL     MUNICIPAL
                                                                              MARKET    MONEY MARKET  MONEY MARKET  MONEY MARKET
                                                                               FUND         FUND          FUND          FUND
                                                                            ----------  ------------  ------------  ------------
<S>                                                                         <C>         <C>           <C>           <C>
INVESTMENT INCOME:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $64,651      $111,725       $18,689       $3,164
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    182           94
                                                                             -------      --------       -------       ------
Total Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     64,651       111,725        18,871        3,258
                                                                             -------      --------       -------       ------
EXPENSES:
Investment advisory fees  . . . . . . . . . . . . . . . . . . . . . . . .      4,214         6,878         1,799          276
Administration fees . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,030         3,313           866          155
12b-1 fees (Service)  . . . . . . . . . . . . . . . . . . . . . . . . . .                        2
12b-1 fees (Class A)  . . . . . . . . . . . . . . . . . . . . . . . . . .        232           432           160          149
Custodian and accounting fees . . . . . . . . . . . . . . . . . . . . . .        168           230            80           16
Legal and audit fees  . . . . . . . . . . . . . . . . . . . . . . . . . .        205           228            79           15
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . . . . . .         13            21             7            3
Transfer agent fees . . . . . . . . . . . . . . . . . . . . . . . . . . .         49           144            46           55
Registration and filing fees  . . . . . . . . . . . . . . . . . . . . . .        279           203           132           16
Printing costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         30            45            24           13
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         70            79            22            5
                                                                             -------      --------       -------       ------
Total expenses before waivers/reimbursements  . . . . . . . . . . . . . .      7,290        11,575         3,215          703
Less waivers/reimbursements . . . . . . . . . . . . . . . . . . . . . . .     (2,145)       (3,122)         (973)        (230)
                                                                             -------      --------       -------       ------
NET EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5,145         8,453         2,242          473
                                                                             -------      --------       -------       ------
Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . .     59,506       103,272        16,629        2,785
                                                                             -------      --------       -------       ------
REALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) from investment transactions  . . . . . . . .         14                        (126)
                                                                             -------      --------       -------       ------
Change in net assets resulting from operations  . . . . . . . . . . . . .    $59,520      $103,272       $16,503       $2,785
                                                                             =======      ========       =======       ======
</TABLE>



See notes to financial statements.

20


                                    B-262
<PAGE>   568
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                (Amounts in Thousands)
                                                        U.S. TREASURY
                                                       SECURITIES MONEY                 PRIME                 MUNICIPAL MONEY
                                                         MARKET FUND               MONEY MARKET FUND            MARKET FUND
                                                  -------------------------   -------------------------   ------------------------
                                                      YEAR          YEAR           YEAR         YEAR         YEAR           YEAR
                                                     ENDED         ENDED          ENDED        ENDED        ENDED          ENDED
                                                    JUNE 30,      JUNE 30,       JUNE 30,     JUNE 30,     JUNE 30,       JUNE 30,
                                                      1995          1994           1995         1994         1995           1994
                                                  -----------   -----------   -----------   -----------   -----------   ----------
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income  . . . . . . . . . .   $    59,506   $    23,624   $   103,272   $    43,111   $    16,629   $    6,688
     Net realized gains (losses) from investment
        transactions  . . . . . . . . . . . . .            14           (39)                         (5)         (126)
                                                  -----------   -----------   -----------   -----------   -----------   ----------
Change in net assets resulting from operations         59,520        23,585       103,272        43,106        16,503        6,688
                                                  -----------   -----------   -----------   -----------   -----------   ----------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . .       (56,332)      (22,524)      (96,873)      (41,103)      (15,228)      (6,091)
     In excess of net investment income   . . .                                                                   (43)         (43)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income   . . . . . . .        (3,144)       (1,086)       (6,244)       (1,893)       (1,358)        (564)
     In excess of net investment income   . . .           (30)          (30)         (142)         (142)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS (A):
     From net investment income   . . . . . . .                                       (13)
                                                  -----------   -----------   -----------   -----------   -----------   ----------
Change in net assets from shareholder
  distributions   . . . . . . . . . . . . . . .       (59,506)      (23,640)     (103,272)      (43,138)      (16,629)      (6,698)
                                                  -----------   -----------   -----------   -----------   -----------   ----------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . .     3,158,947     2,677,540     4,749,069     3,828,384     1,502,281    1,053,067
     Dividends reinvested   . . . . . . . . . .         4,531         1,842        13,261         5,953         2,064        1,023
     Cost of shares redeemed  . . . . . . . . .    (2,909,428)   (2,180,198)   (4,270,622)   (3,199,010)   (1,404,255)    (853,992)
                                                  -----------   -----------   -----------   -----------   -----------   ----------
Change in net assets from share
transactions  . . . . . . . . . . . . . . . . .       254,050       499,184       491,708       635,327       100,090      200,098
                                                  -----------   -----------   -----------   -----------   -----------   ----------
Change in Net Assets  . . . . . . . . . . . . .       254,064       499,129       491,708       635,295        99,964      200,088

NET ASSETS:
     Beginning of period  . . . . . . . . . . .     1,022,750       523,621     1,675,676     1,040,381       394,297      194,209
                                                  -----------   -----------   -----------   -----------   -----------   ----------
     End of period  . . . . . . . . . . . . . .   $ 1,276,814   $ 1,022,750   $ 2,167,384   $ 1,675,676   $   494,261   $  394,297
                                                  ===========   ===========   ===========   ===========   ===========   ==========
SHARE TRANSACTIONS:
     Issued   . . . . . . . . . . . . . . . . .     3,158,947     2,677,540     4,749,069     3,828,384     1,502,281    1,053,067
     Reinvested   . . . . . . . . . . . . . . .         4,531         1,842        13,261         5,953         2,064        1,023
     Redeemed   . . . . . . . . . . . . . . . .    (2,909,428)   (2,180,198)   (4,270,622)   (3,199,010)   (1,404,255)    (853,992)
                                                  ===========   ===========   ===========   ===========   ===========   ==========
Change in shares  . . . . . . . . . . . . . . .       254,050       499,184       491,708       635,327       100,090      200,098
                                                  ===========   ===========   ===========   ===========   ===========   ==========
Undistributed (distributions in excess of) net
  investment income included in net assets:
     End of Period  . . . . . . . . . . . . . .   $        27   $       (16)  $       (20)  $       (27)  $      (139)  $      (10)
                                                  ===========   ===========   ===========   ===========   ===========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                     (Amounts in Thousands)
                                                        OHIO MUNICIPAL
                                                         MONEY MARKET
                                                             FUND
                                                     ---------------------
                                                        YEAR        YEAR
                                                       ENDED       ENDED
                                                      JUNE 30,    JUNE 30,
                                                        1995        1994
                                                     ---------   ---------
<S>                                                  <C>         <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income  . . . . . . . . . .      $   2,785   $   1,108
     Net realized gains (losses) from investment
        transactions  . . . . . . . . . . . . .
                                                     ---------   ---------
Change in net assets resulting from operations           2,785       1,108
                                                     ---------   ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . .         (1,535)       (408)
     In excess of net investment income   . . .
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income   . . . . . . .         (1,240)       (700)
     In excess of net investment income   . . .            (10)        (10)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS (A):
     From net investment income   . . . . . . .
                                                     ---------   ---------
Change in net assets from shareholder
  distributions   . . . . . . . . . . . . . . .         (2,785)     (1,118)
                                                     ---------   ---------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . .        376,500     210,761
     Dividends reinvested   . . . . . . . . . .          1,226         763
     Cost of shares redeemed  . . . . . . . . .       (382,861)   (147,408)
                                                     ---------   ---------
Change in net assets from share
transactions  . . . . . . . . . . . . . . . . .         (5,135)     64,116
                                                     ---------   ---------
Change in Net Assets  . . . . . . . . . . . . .         (5,135)     64,106

NET ASSETS:
     Beginning of period  . . . . . . . . . . .         92,731      28,625
                                                     ---------   ---------
     End of period  . . . . . . . . . . . . . .      $  87,596   $  92,731
                                                     =========   =========
SHARE TRANSACTIONS:
     Issued   . . . . . . . . . . . . . . . . .        376,500     210,761
     Reinvested   . . . . . . . . . . . . . . .          1,226         763
     Redeemed   . . . . . . . . . . . . . . . .       (382,861)   (147,408)
                                                     =========   =========
Change in shares  . . . . . . . . . . . . . . .         (5,135)     64,116
                                                     =========   =========
Undistributed (distributions in excess of) net
  investment income included in net assets:
     End of Period  . . . . . . . . . . . . . .      $     (10)  $     (10)
                                                     =========   =========
<FN>

- -------------
(a) The Service Shares commenced offering on January 17, 1994, when they were
    designated as "Retirement" Shares. On April 4, 1995, the name of the
    Retirement Shares was changed to "Service" Shares. As of May 2, 1995,
    Service Shares transferred to Class A Shares and as of June 30, 1995, there
    were no shareholders in the Service Class.

</TABLE>

See notes to financial statements

                                                                              21


                                    B-263
<PAGE>   569
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1995

1.  ORGANIZATION:

    The One Group (the "Trust") is registered under the Investment Company Act
    of 1940, as amended (the "1940 Act"), as a diversified, open-end investment
    company established as a Massachusetts business trust. The Trust is
    registered to offer five classes of shares: Fiduciary, Class A, Class B,
    Institutional and Service. The Trust currently offers twenty-four funds. The
    accompanying financial statements and financial highlights are those of the
    U.S. Treasury Securities Money Market Fund, the Prime Money Market Fund, the
    Municipal Money Market Fund, and the Ohio Municipal Money Market Fund
    (individually, a "Fund"; collectively, the "Funds") only.

2.  SIGNIFICANT ACCOUNTING POLICIES:

    The following is a summary of significant accounting policies in conformity
    with generally accepted accounting principles consistently followed by the
    Trust in preparation of its financial statements.

    SECURITY VALUATION

    Securities are valued utilizing the amortized cost method permitted in
    accordance with Rule 2a-7 under the 1940 Act. Under the amortized cost
    method, discount or premium is amortized on a constant basis to the maturity
    of the security. In addition, the Funds may not (a) purchase any instrument
    with a remaining maturity greater than thirteen months unless such
    instrument is subject to a demand feature, or (b) maintain a dollar-weighted
    average maturity which exceeds 90 days.

    REPURCHASE AGREEMENTS

    The Funds may invest in repurchase agreements with institutions that the
    Fund's investment advisor has determined are creditworthy. Each repurchase
    agreement is recorded at cost. The Fund requires that the securities
    purchased in a repurchase transaction be transferred to the custodian in a
    manner sufficient to enable the Fund to obtain those securities in the event
    of a counterparty default. The seller, under the repurchase agreement, is
    required to maintain the value of the securities held at not less than the
    repurchase price, including accrued interest.

    SECURITY TRANSACTIONS AND RELATED INCOME

    Security transactions are accounted for on a trade date basis. Net realized
    gains or losses on sales of securities are determined on the specific
    identification cost method. Interest income and expenses are recognized on
    the accrual basis. Interest income, including any discount or premium, is
    accrued as earned using the effective interest method.

    EXPENSES

    Expenses directly attributable to a Fund are charged directly to that Fund,
    while the expenses which are attributable to more than one fund of the Trust
    are allocated among the respective Funds. Each class of shares bears its
    pro-rata portion of expenses attributable to its series, except that each
    class separately bears expenses related specifically to that class, such as
    distribution fees.

    DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

    Dividends from net investment income are declared daily and paid monthly.
    Net income for this purpose consists of interest accrued and discount earned
    (including both original issue discount and market discount) less
    amortization of any market premium and accrued expenses. Net realized
    capital gains, if any, are



Continued

22


                                    B-264
<PAGE>   570
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

    distributed at least annually. Dividends are declared separately for each
    class. No class has preferential dividend rights; differences in per share
    dividend rates are generally due to differences in separate class expenses.

    Net investment income and net capital gain distributions are determined in
    accordance with income tax regulations which may differ from generally
    accepted accounting principles. These differences are primarily due to
    differing treatments of expiring capital loss carryforwards and deferrals of
    certain losses.

    ORGANIZATION COSTS

    Costs incurred by the Trust in connection with its organization, including
    the fees and expenses of registering and qualifying its shares for
    distribution have been deferred and are being amortized using the
    straight-line method over a period of five years beginning with the
    commencement of each Fund's operations. All such costs have been allocated
    among the funds of the Trust pro-rata, based on the relative net assets of
    each fund. In the event that any of the initial shares are redeemed during
    such period by any holder thereof, the related Fund will be reimbursed by
    such holder for any unamortized organization costs in the proportion as the
    number of initial shares being redeemed bears to the number of initial
    shares outstanding at the time of redemption.

    FEDERAL INCOME TAXES

    Each Fund intends to continue to qualify as a regulated investment company
    by complying with the provisions available to certain investment companies
    as defined in applicable sections of the Internal Revenue Code, and to make
    distributions of net investment income and net realized capital gains
    sufficient to relieve it from all, or substantially all, federal income
    taxes.

3.  SHARES OF BENEFICIAL INTEREST:

    The Trust has an unlimited number of shares of beneficial interest, with no
    par value which may, without shareholder approval, be divided into an
    unlimited number of series of such shares and any series may be classified
    or reclassified into one or more classes. Currently, shares of the Trust are
    registered to be offered through thirty series and five classes: Fiduciary,
    Class A, Class B, Institutional and Service. The Service Shares commenced
    offering on January 17, 1994 when they were designated as "Retirement"
    Shares. On April 4, 1995, the name of the Retirement Shares was changed to
    "Service" Shares. During the year ended June 30, 1995, Service Shares
    transferred to Class A Shares, and as of June 30, 1995, there were no
    shareholders in the Service Class. Shareholders are entitled to one vote for
    each full share held and will vote in the aggregate and not by class or
    series, except as otherwise expressly required by law or when the Board of
    Trustees has determined that the matter to be voted on affects only the
    interest of shareholders of a particular class or series. The following is a
    summary of transactions in Fund shares for the fiscal years ending June 30,
    1995 and 1994:



Continued

                                                                              23


                                    B-265
<PAGE>   571
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995



                             (Amounts in Thousands)


<TABLE>
<CAPTION>
                                                           U.S. TREASURY SECURITIES
                                                              MONEY MARKET FUND                 PRIME MONEY MARKET FUND
                                                         -----------------------------       ------------------------------
                                                         YEAR ENDED        YEAR ENDED         YEAR ENDED        YEAR ENDED
                                                          JUNE 30,          JUNE 30,           JUNE 30,          JUNE 30, 
                                                            1995              1994               1995              1994
                                                         -----------       -----------       -----------        -----------
<S>                                                      <C>               <C>               <C>                <C>        
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
     Proceeds from shares issued  . . . . . . . . .      $ 2,783,997       $ 2,116,053       $ 3,951,914        $ 3,532,386
     Issued in connection with acquisition  . . . .                            300,662
     Dividends reinvested   . . . . . . . . . . . .            1,467               810             7,187              4,022
     Shares redeemed  . . . . . . . . . . . . . . .       (2,576,713)       (1,941,023)       (3,594,562)        (2,914,801)
                                                         -----------       -----------       -----------        -----------
     Change in net assets from Fiduciary Share
      transactions  . . . . . . . . . . . . . . . .      $   208,751       $   476,502       $   364,539        $   621,607
                                                         ===========       ===========       ===========        ===========
CLASS A SHARES:
     Proceeds from shares issued  . . . . . . . . .      $   374,950       $   260,825       $   796,201        $   295,958
     Dividends reinvested   . . . . . . . . . . . .            3,064             1,032             6,061              1,931
     Shares redeemed  . . . . . . . . . . . . . . .         (332,715)         (239,175)         (675,053)          (284,209)
                                                         -----------       -----------       -----------        -----------
     Change in net assets from Class A Share
      transactions .  . . . . . . . . . . . . . . .      $    45,299       $    22,682       $   127,209        $    13,680
                                                         ===========       ===========       ===========        ===========
SERVICE SHARES:
     Proceeds from shares issued  . . . . . . . . .      $                 $                 $       954        $        40
     Dividends reinvested   . . . . . . . . . . . .                                                   13
     Shares redeemed  . . . . . . . . . . . . . . .                                               (1,007)
                                                         -----------       -----------       -----------        -----------
     Change in net assets from
      Service Share transactions  . . . . . . . . .      $                 $                 $       (40)       $        40
                                                         ===========       ===========       ===========        ===========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
     Issued   . . . . . . . . . . . . . . . . . . .        2,783,997         2,116,053         3,951,914          3,532,386
     Issued in connection with acquisition  . . . .                            300,662
     Reinvested   . . . . . . . . . . . . . . . . .            1,467               810             7,187              4,022
     Redeemed   . . . . . . . . . . . . . . . . . .       (2,576,713)       (1,941,023)       (3,594,562)        (2,914,801)
                                                         -----------       -----------       -----------        -----------
     Change in Fiduciary Shares   . . . . . . . . .          208,751           476,502           364,539            621,607
                                                         ===========       ===========       ===========        ===========
CLASS A SHARES:
     Issued   . . . . . . . . . . . . . . . . . . .          374,950           260,825           796,201           295,958
     Reinvested   . . . . . . . . . . . . . . . . .            3,064             1,032             6,061             1,931
     Redeemed   . . . . . . . . . . . . . . . . . .         (332,715)         (239,175)         (675,053)         (284,209)
                                                         -----------       -----------       -----------        -----------
     Change in Class A Shares   . . . . . . . . . .           45,299            22,682           127,209            13,680
                                                         ===========       ===========       ===========        ===========
SERVICE SHARES:
     Issued   . . . . . . . . . . . . . . . . . . .                                                  954                40
     Reinvested   . . . . . . . . . . . . . . . . .                                                   13
     Redeemed   . . . . . . . . . . . . . . . . . .                                               (1,007)
                                                         -----------       -----------       -----------        -----------
     Change in Service Shares   . . . . . . . . . .                                                  (40)               40
                                                         ===========       ===========       ===========        ===========
</TABLE>

Continued

24


                                    B-266
<PAGE>   572
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995



                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                      MUNICIPAL MONEY MARKET       OHIO MUNICIPAL MONEY MARKET
                                                                               FUND                           FUND
                                                                   ---------------------------     ---------------------------
                                                                   YEAR ENDED       YEAR ENDED      YEAR ENDED     YEAR ENDED
                                                                    JUNE 30,         JUNE 30,        JUNE 30,       JUNE 30, 
                                                                      1995             1994            1995           1994
                                                                   -----------      ----------     -----------     -----------
<S>                                                                <C>              <C>             <C>            <C>      
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
     Proceeds from shares issued  . . . . . . . . . . . . .        $ 1,202,916      $ 862,583       $ 182,275      $  94,077
     Dividends reinvested   . . . . . . . . . . . . . . . .                738            477              41             25
     Shares redeemed  . . . . . . . . . . . . . . . . . . .         (1,118,500)      (685,634)       (185,885)       (42,227)
                                                                   -----------      ---------       ---------      ---------
     Change in net assets from
      Fiduciary Share transactions  . . . . . . . . . . . .        $    85,154      $ 177,426       $  (3,569)     $  51,875
                                                                   ===========      =========       =========      =========
CLASS A SHARES:
     Proceeds from shares issued  . . . . . . . . . . . . .        $   299,365      $ 190,484       $ 194,225      $ 116,684
     Dividends reinvested   . . . . . . . . . . . . . . . .              1,326            546           1,185            738
     Shares redeemed  . . . . . . . . . . . . . . . . . . .           (285,755)      (168,358)       (196,976)      (105,181)
                                                                   -----------      ---------       ---------      ---------
     Change in net assets from
      Class A Share transactions  . . . . . . . . . . . . .        $    14,936      $  22,672       $  (1,566)     $  12,241
                                                                   ===========      =========       =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
     Issued   . . . . . . . . . . . . . . . . . . . . . . .          1,202,916        862,583         182,275         94,077
     Reinvested   . . . . . . . . . . . . . . . . . . . . .                738            477              41             25
     Redeemed   . . . . . . . . . . . . . . . . . . . . . .         (1,118,500)      (685,634)       (185,885)       (42,227)
                                                                   -----------      ---------       ---------      ---------
     Change in Fiduciary Shares   . . . . . . . . . . . . .             85,154        177,426          (3,569)        51,875
                                                                   ===========      =========       =========      =========
CLASS A SHARES:
     Issued   . . . . . . . . . . . . . . . . . . . . . . .            299,365        190,484         194,225        116,684
     Reinvested   . . . . . . . . . . . . . . . . . . . . .              1,326            546           1,185            738
     Redeemed   . . . . . . . . . . . . . . . . . . . . . .           (285,755)      (168,358)       (196,976)      (105,181)
                                                                   -----------      ---------       ---------      ---------
     Change in Class A Shares   . . . . . . . . . . . . . .             14,936         22,672          (1,566)        12,241
                                                                   ===========      =========       =========      =========
</TABLE>


4.  INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

    The Trust and Banc One Investment Advisors Corporation (the "Advisor"), are
    parties to an investment advisory agreement under which the Advisor is
    entitled to receive an annual fee, computed daily and paid monthly, equal to
    0.35% of the average daily net assets of the U.S. Treasury Securities Money
    Market Fund, the Prime Money Market Fund and the Municipal Money Market Fund
    and 0.30% of the average daily net assets of the Ohio Municipal Money Market
    Fund.

    The Trust and 440 Financial Group of Worcester ("440 Financial") are parties
    to an administrative agreement under which 440 Financial (the
    "Administrator") provides services for a fee that is computed daily and
    payable monthly, at an annual rate of 0.20% on the first $1.5 billion of the
    combined average net assets of the Funds and other funds offered by the
    Trust; 0.18% on the next $0.5 billion of the combined average net assets,
    and 0.16% on the combined average net assets over $2 billion. Effective
    April 1, 1995, The Shareholder Services Group, Inc.,


Continued

                                                                              25


                                    B-267
<PAGE>   573
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

    d/b/a 440 Financial became the Administrator to the Trust. Also effective
    April 1, 1995, the Advisor became the Sub-Administrator pursuant to an
    agreement between the Administrator and the Advisor. The Advisor assumed
    many of the administrative duties, for which it receives a fee paid by the
    Administrator.

    The Trust has adopted a distribution and shareholder services plan (the
    "Plan") on behalf of the Class A, Class B and Service Class Shares pursuant
    to Rule 12b-1 under the 1940 Act. 440 Financial Distributors, Inc. (the
    "Distributor") acts as the distributor of the Trust's shares. The
    Distributor receives a fee for its services of 0.35%, 1.00%, and 0.75% of
    the average daily net assets of the Class A, Class B, and Service Class
    Shares, respectively. Effective May 1, 1995, the Distributor voluntarily
    agreed to limit its fees to an annual rate of 0.55% of the average daily net
    assets of the Service Class Shares for distribution and shareholder
    assistance for the U.S. Treasury Securities and Prime Money Market Funds.
    These fees are used by the Distributor to pay banks, including affiliates of
    the the Advisor, other institutions and broker/dealers, and for expenses the
    Distributor incurs for providing distribution or shareholder assistance. The
    Distributor has voluntarily agreed to limit its fees for the Class A Shares
    to an annual rate of 0.25% of the average daily net assets.

    Certain officers of the Trust are also officers of the Administrator and/or
    Distributor. Such officers receive no compensation from the Funds for
    serving in their respective roles.

    The Advisor, Administrator, and Distributor voluntarily agreed to waive a
    portion of their fees and to reimburse the Funds for certain expenses so
    that total expenses of each Fund would not exceed certain annual expense
    limitations. For the year ended June 30, 1995, fees in the following amounts
    were waived or reimbursed to the Funds:

<TABLE>
<CAPTION>
                                                        U.S. TREASURY SECURITIES          PRIME MONEY
                                                            MONEY MARKET FUND             MARKET FUND
                                                        ------------------------     --------------------
<S>                                                            <C>                        <C>       
INVESTMENT ADVISOR FEES:                                                          
Waivers/reimbursements  . . . . . . . . . . . .                $1,956,505                 $2,887,240
ADMINISTRATION FEES:                                                                    
Waivers/reimbursements  . . . . . . . . . . . .                $  122,233                 $  111,313
12b-1 FEES (CLASS A):                                                                   
Waivers/reimbursements  . . . . . . . . . . . .                $   66,222                 $  123,447
</TABLE>
                                                           
<TABLE>
<CAPTION>
                                                             MUNICIPAL MONEY         OHIO MUNICIPAL MONEY
                                                               MARKET FUND                MARKET FUND
                                                        ------------------------     --------------------
<S>                                                            <C>                        <C>       
INVESTMENT ADVISOR FEES:                                                          
Waivers/reimbursements  . . . . . . . . . . . .                $  834,690                 $  112,517
ADMINISTRATION FEES:                                                                    
Waivers/reimbursements  . . . . . . . . . . . .                $   92,641                 $   61,415
12b-1 FEES (CLASS A):                                                                   
Waivers/reimbursements  . . . . . . . . . . . .                $   45,681                 $   56,095
</TABLE>                              

5.  CONCENTRATION OF CREDIT RISK:

    The Ohio Municipal Money Market Fund invests primarily in debt obligations
    issued by the State of Ohio and its political subdivisions, agencies and
    public authorities to obtain funds for various public purposes. The Fund is
    more susceptible to economic and political factors adversely affecting
    issuers of Ohio's specific municipal securities than are municipal bond
    funds that are not concentrated in these issuers to the same extent.

Continued

26


                                    B-268
<PAGE>   574
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


6.  FEDERAL TAX INFORMATION:

    As of June 30, 1995, the Funds had the following capital loss carryforwards
    which are available to offset future gains, if any:

<TABLE>
<CAPTION>
                                               U.S. TREASURY                        OHIO MUNICIPAL
                                             SECURITIES MONEY      PRIME MONEY       MONEY MARKET
                                                MARKET FUND        MARKET FUND           FUND
                                             ----------------      -----------      --------------
<S>                                               <C>                <C>                 <C>
    Expiring in 2001  . . . . . . . . . .                            $ 8,551
    Expiring in 2002  . . . . . . . . . .                             26,451
    Expiring in 2003  . . . . . . . . . .         $24,983                552             $315
                                                  -------            -------             ----
                                                  $24,983            $35,554             $315
                                                  =======            =======             ====
</TABLE>
                                                            
    The Municipal Money Market Fund had no capital loss carryforwards at June
    30, 1995.

    Of the dividends paid from net investment income by the Municipal Money
    Market Fund and the Ohio Municipal Money Market Fund for the fiscal year
    ended June 30, 1995, 100.0% constituted exempt interest dividends for
    regular federal income tax purposes.

Continued

                                                                              27


                                    B-269

<PAGE>   575
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                    U.S. TREASURY SECURITIES MONEY MARKET FUND
                                                       ---------------------------------------------------------------------
                                                                                 YEAR ENDED JUNE 30,
                                                       ---------------------------------------------------------------------
                                                                1995                    1994                    1993
                                                       ---------------------    --------------------    --------------------
                                                       FIDUCIARY     CLASS A    FIDUCIARY    CLASS A    FIDUCIARY    CLASS A
                                                       ---------     -------    ---------    -------    ---------    -------
<S>                                                    <C>           <C>        <C>          <C>        <C>          <C>
NET ASSET VALUE,                                       
  BEGINNING OF PERIOD . . . . . . . . . . . . . . .    $    1.000    $ 1.000    $  1.000     $ 1.000    $  1.000     $ 1.000
                                                       ----------    -------    --------     -------    --------     -------
Investment Activities
  Net investment income . . . . . . . . . . . . . .         0.050      0.047       0.030       0.027       0.029       0.026
                                                       ----------    -------    --------     -------    --------     -------
Less: Distributions
  Net investment income . . . . . . . . . . . . . .        (0.050)    (0.047)     (0.030)     (0.027)     (0.029)     (0.026)
                                                       ----------    -------    --------     -------    --------     -------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . .    $    1.000    $ 1.000    $  1.000     $ 1.000    $  1.000     $ 1.000
                                                       ==========    =======    ========     =======    ========     =======
Total Return  . . . . . . . . . . . . . . . . . . .          5.07%      4.81%       3.01%       2.76%       2.89%       2.63%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000) . . . . . . . .    $1,178,091    $98,723    $969,326     $53,423    $492,862     $30,759
  Ratio of expenses to average net assets . . . . .          0.41%      0.66%       0.40%       0.63%       0.45%       0.65%
  Ratio of net investment income to average
    net assets  . . . . . . . . . . . . . . . . . .          4.96%      4.71%       3.02%       2.81%       2.85%       2.52%
  Ratio of expenses to average net assets*  . . . .          0.59%      0.94%       0.58%       0.87%       0.67%       1.02%
  Ratio of net investment income to average
    net assets* . . . . . . . . . . . . . . . . . .          4.78%      4.43%       2.84%       2.57%       2.63%       2.15%
</TABLE>

<TABLE>
<CAPTION>
                                                              U.S. TREASURY SECURITIES
                                                                 MONEY MARKET FUND
                                                       --------------------------------------
                                                                 YEAR ENDED JUNE 30,
                                                       --------------------------------------
                                                                1992                   1991
                                                       -------------------------     ---------
                                                       FIDUCIARY     CLASS A (a)     FIDUCIARY
                                                       ---------     -----------     ---------
<S>                                                    <C>           <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . .    $  1.000        $ 1.000       $  1.000
                                                       --------        -------       --------
Investment Activities
  Net investment income . . . . . . . . . . . . . .       0.043          0.012          0.062
                                                       --------        -------       --------
Less: Distributions
  Net investment income . . . . . . . . . . . . . .      (0.043)        (0.012)        (0.062)
                                                       --------        -------       --------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . .    $  1.000        $ 1.000       $  1.000
                                                       ========        =======       ========
Total Return  . . . . . . . . . . . . . . . . . . .        4.40%          3.38%(b)       6.63%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000) . . . . . . . .    $410,146        $     6       $339,987
  Ratio of expenses to average net assets . . . . .        0.55%          0.59%(b)       0.60%
  Ratio of net investment income to average
    net assets  . . . . . . . . . . . . . . . . . .        4.25%          2.51%(b)       6.20%
  Ratio of expenses to average net assets*  . . . .        0.77%          0.71%(b)       0.80%
  Ratio of net investment income to average
    net assets* . . . . . . . . . . . . . . . . . .        4.04%          2.39%(b)       6.00%
<FN>

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

  *  During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
 (a) Class A Shares commenced offering on February 18, 1992.
 (b) Annualized.

</TABLE>

See notes to financial statements.

28



                                    B-270
<PAGE>   576
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                     PRIME MONEY MARKET FUND
                             ----------------------------------------------------------------------------------------------
                                                                       YEAR ENDED JUNE 30,
                             ----------------------------------------------------------------------------------------------
                                             1995                                1994                           1993        
                             -----------------------------------   ---------------------------------    -------------------
                              FIDUCIARY    CLASS A   SERVICE (a)    FIDUCIARY   CLASS A   RETIREMENT    FIDUCIARY   CLASS A   
                             ----------   --------   -----------   ----------   -------   ----------    ---------   -------
<S>                          <C>          <C>         <C>          <C>          <C>        <C>          <C>         <C>       
NET ASSET VALUE,
  BEGINNING OF PERIOD . . .  $    1.000   $  1.000    $ 1.000      $    1.000   $ 1.000    $ 1.000      $  1.000    $ 1.000   
                             ----------   --------    -------      ----------   -------    -------      --------    -------   
Investment Activities                      
  Net investment income . .       0.052      0.050      0.041           0.031     0.027      0.008         0.030      0.030   
                             ----------   --------    -------      ----------   -------    -------      --------    -------   
Less: Distributions                        
  Net investment income . .      (0.052)    (0.050)    (0.041)         (0.031)   (0.027)    (0.008)       (0.030)    (0.030)  
                             ----------   --------    -------      ----------   -------    -------      --------    -------   
NET ASSET VALUE,                           
END OF PERIOD . . . . . . .  $    1.000   $  1.000    $ 1.000      $    1.000   $ 1.000    $ 1.000      $  1.000    $ 1.000   
                             ==========   ========    =======      ==========   =======    =======      ========    =======   
Total Return  . . . . . . .        5.34%      5.08%     (a)              3.19%     2.93%      0.79%(d)      3.09%      2.83%  

RATIOS/SUPPLEMENTARY
  DATA:
  Net Assets at end of
    period (000). . . . . .  $1,965,416   $201,968                 $1,600,876   $74,759    $    40      $979,275    $61,106   
  Ratio of expenses to
    average net assets  . .        0.41%      0.67%      1.42%(c)        0.40%     0.65%      1.18%(c)      0.44%      0.65%  
  Ratio of net investment
    income to average net
    assets  . . . . . . . .        5.27%      5.02%      4.52%(c)        3.18%     2.92%      3.03%(c)      3.05%      2.67%  
  Ratio of expenses to
    average net assets *. .        0.57%      0.92%      1.60%(c)        0.59%     0.90%      1.36%(c)      0.62%      0.99%  
  Ratio of net investment
    income to average net
    assets *  . . . . . . .        5.12%      4.77%      5.23%(c)        2.99%     2.67%      2.85%(c)      2.87%      2.33%  
</TABLE>


<TABLE>
<CAPTION>
                                          PRIME MONEY MARKET FUND
                                 -----------------------------------------
                                            YEAR ENDED JUNE 30,
                                 -----------------------------------------
                                           1992                    1991
                                 -------------------------       ---------
                                 FIDUCIARY     CLASS A (b)       FIDUCIARY
                                 ---------     -----------       ---------
<S>                              <C>             <C>             <C>     
NET ASSET VALUE,
  BEGINNING OF PERIOD . . .      $  1.000        $1.000          $  1.000
                                 --------        ------          --------
Investment Activities                                           
  Net investment income . .         0.045         0.013             0.069
                                 --------        ------          --------
Less: Distributions                                             
  Net investment income . .        (0.045)       (0.013)           (0.069)
                                 --------        ------          --------
NET ASSET VALUE,                                                
END OF PERIOD . . . . . . .      $  1.000        $1.000          $  1.000
                                 ========        ======          ========
Total Return  . . . . . . .          4.64%         3.51%(c)          7.12%
                                                                
RATIOS/SUPPLEMENTARY                                            
  DATA:                                                         
  Net Assets at end of                                          
    period (000). . . . . .      $946,504        $  511          $760,726
  Ratio of expenses to                                          
    average net assets  . .          0.59%         0.79%(c)          0.68%
  Ratio of net investment                                       
    income to average net                                       
    assets  . . . . . . . .          4.49%         3.40%(c)          6.86%
  Ratio of expenses to                                          
    average net assets *. .          0.76%         0.94%(c)          0.83%
  Ratio of net investment                                       
    income to average net                                       
    assets *  . . . . . . .          4.32%         3.25%(c)          6.71%
<FN>

- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) The Service Shares commenced offering on January 17, 1994 when they were
    designated as "Retirement" Shares. On April 4, 1995, the name of the
    Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
    Service Shares transferred to Class A Shares. As of June 30, 1995, there
    were no shareholders in the Service Class. The return for the period from
    July 1, 1994 to June 1, 1995 for the Service Shares was 4.11%.
(b) Class A Shares commenced offering on February 18, 1992.
(c) Annualized.
(d) Not annualized.

</TABLE>

See notes to financial statements.

                                                                              29


                                    B-271
<PAGE>   577
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995


<TABLE>
<CAPTION>
                                                                   MUNICIPAL MONEY MARKET FUND
                               ------------------------------------------------------------------------------------------------
                                                                       YEAR ENDED JUNE 30,
                               ------------------------------------------------------------------------------------------------
                                       1995                 1994                 1993                 1992               1991
                               ------------------   ------------------   ------------------   ----------------------  ---------
                               FIDUCIARY  CLASS A   FIDUCIARY  CLASS A   FIDUCIARY  CLASS A   FIDUCIARY  CLASS A (a)  FIDUCIARY
                               ---------  -------   ---------  -------   ---------  -------   ---------  -----------  ---------
<S>                            <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>          <C>     
 NET ASSET VALUE,
   BEGINNING OF PERIOD . . .   $  1.000   $ 1.000   $  1.000   $ 1.000   $  1.000   $ 1.000   $  1.000   $ 1.000      $  1.000
                               --------   -------   --------   -------   --------   -------   --------   -------      --------
 Investment Activities                                                                                               
   Net investment income . .      0.032     0.030      0.021     0.021      0.021     0.019      0.034     0.009         0.050
                               --------   -------   --------   -------   --------   -------   --------   -------      --------
 Less: Distributions                                                                                                 
   Net investment income . .     (0.032)   (0.030)    (0.021)   (0.021)    (0.021)   (0.019)    (0.034)   (0.009)       (0.050)
                               --------   -------   --------   -------   --------   -------   --------   -------      --------
 NET ASSET VALUE,                                                                                                    
   END OF PERIOD . . . . . .   $  1.000   $ 1.000   $  1.000   $ 1.000   $  1.000   $ 1.000   $  1.000   $ 1.000      $  1.000
                               ========   =======   ========   =======   ========   =======   ========   =======      ========
 Total Return                      3.28%     3.02%      2.16%     1.96%      2.15%     1.89%      3.47%     2.48%(b)      5.17%
 RATIOS/SUPPLEMENTARY DATA:                                                                                          
   Net Assets at end of                                                                                              
     period (000)  . . . . .   $437,743   $56,518   $352,702   $41,595   $175,277   $18,932   $170,961   $   122      $166,200
   Ratio of expenses to                                                                                              
     average net assets. . .       0.41%     0.66%      0.40%     0.65%      0.46%     0.66%      0.43%     0.84%(b)      0.32%
   Ratio of net investment                                                                                           
     income to average                                                                                               
     net assets  . . . . . .       3.26%     3.01%      2.13%     1.92%      2.12%     1.82%      3.41%     2.44%(b)      5.04%
   Ratio of expenses to                                                                                              
     average net assets *. .       0.59%     0.94%      0.60%     0.91%      0.66%     1.01%      0.80%     0.99%(b)      0.67%
   Ratio of net investment                                                                                           
     income to average net                                                                                           
      assets * . . . . . . .       3.08%     2.73%      1.93%     1.66%      1.92%     1.47%      3.04%     2.29%(b)      4.69%
<FN>
                                                    
- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Class A Shares commenced offering on February 18, 1992.
(b) Annualized.

</TABLE>

See notes to financial statements.

30


                                    B-272
<PAGE>   578
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                         OHIO MUNICIPAL MONEY MARKET FUND
                                     ------------------------------------------------------------------------
                                                                                    JUNE 9,       JANUARY 26,
                                                 YEAR ENDED JUNE 30,                1993 TO        1993 TO
                                     ------------------------------------------     JUNE 30,       JUNE 30,
                                             1995                   1994            1993 (a)       1993 (a)
                                     -------------------    -------------------    ---------      -----------
                                     FIDUCIARY   CLASS A    FIDUCIARY   CLASS A    FIDUCIARY       CLASS A
                                     ---------   -------    ---------   -------    ---------      -----------
<S>                                   <C>        <C>         <C>        <C>         <C>            <C>    
NET ASSET VALUE,
  BEGINNING OF PERIOD   . . . . .     $ 1.000    $ 1.000     $ 1.000    $ 1.000     $ 1.000        $ 1.000
                                      -------    -------     -------    -------     -------        -------
Investment Activities
  Net investment income . . . . .       0.032      0.029       0.022      0.021       0.013          0.009
                                      -------    -------     -------    -------     -------        -------
Less: Distributions
  Net investment income . . . . .      (0.032)    (0.029)     (0.022)    (0.021)     (0.013)        (0.009)
                                      -------    -------     -------    -------     -------        -------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . .     $ 1.000    $ 1.000     $ 1.000    $ 1.000     $ 1.000        $ 1.000
                                      =======    =======     =======    =======     =======        =======
Total Return  . . . . . . . . . .        3.20%      2.98%       2.25%      2.09%       2.14%(b)       2.34%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)  . . . . . . . .     $51,806    $35,790     $55,375    $37,356     $ 3,500        $25,125
  Ratio of expenses to average
    net assets  . . . . . . . . .        0.41%      0.63%       0.34%      0.44%       0.08%(b)       0.26%(b)
  Ratio of net investment income
    to average net assets . . . .        3.13%      2.91%       2.29%      2.05%       2.07%(b)       2.03%(b)
  Ratio of expenses to average
    net assets *  . . . . . . . .        0.60%      0.95%       0.57%      0.94%       0.51%(b)       0.92%(b)
  Ratio of net investment income
    to average net assets * . . .        2.94%      2.59%       2.06%      1.55%       1.64%(b)       1.37%(b)
<FN>

- ---------------
*   During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Period from commencement of operations.
(b) Annualized.

</TABLE>

See notes to financial statements.

                                                                              31


                                    B-273
<PAGE>   579
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1995


To the Shareholders and Board of Trustees of
  The One Group:

We have audited the accompanying statements of assets and liabilities of the
U.S. Treasury Securities Money Market Fund, the Prime Money Market Fund, the
Municipal Money Market Fund and the Ohio Municipal Money Market Fund (four
series of The One Group), including the schedules of portfolio investments, as
of June 30, 1995, and the related statements of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and financial highlights for each of the periods indicated
herein. These financial statements and financial highlights are the
responsibility of The One Group's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
U.S. Treasury Securities Money Market Fund, the Prime Money Market Fund, the
Municipal Money Market Fund and the Ohio Municipal Money Market Fund of The One
Group as of June 30, 1995, the results of their operations for the year then
ended, the changes in their net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
herein, in conformity with generally accepted accounting principles.

Boston, Massachusetts                                   Coopers & Lybrand L.L.P.
August 18, 1995


32


                                    B-274

<PAGE>   580
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR 
PRINCIPAL                           SECURITY                              MARKET
  AMOUNT                          DESCRIPTION                              VALUE
- ---------     ----------------------------------------------------        ------
<S>           <C>                                                          <C>  
COMMON STOCKS (39.3%):
Air Transport (0.4%):
      970     AMR Corp. (b) ......................................         $  72
    1,710     Federal Express Corp. (b) ..........................           104
                                                                           -----
                                                                             176
                                                                           -----
Aircraft (1.0%):
    3,000     Boeing Co. .........................................           188
    2,000     United Technologies Corp. ..........................           156
    1,980     Lockheed Martin Corp. ..............................           125
                                                                           -----
                                                                             469
                                                                           -----
Aluminum (0.4%):
    2,000     Alumax, Inc. (b) ...................................            62
    1,400     Aluminum Co. of America ............................            70
                                                                           -----
                                                                             132
                                                                           -----
Apparel (0.6%):
    1,960     Nike, Inc., Class B ................................           165
    2,110     V F Corp. ..........................................           113
                                                                           -----
                                                                             278
                                                                           -----
Banks (1.8%):
    4,320     BankAmerica Corp. ..................................           227
    1,500     Barnett Banks, Inc. ................................            77
    1,500     Citicorp ...........................................            87
    2,000     Comerica, Inc. .....................................            64
    1,790     Nationsbank Corp. ..................................            96
    3,910     NBD Bancorp, Inc. ..................................           125
    1,000     U.S. Bancorp .......................................            24
      650     Wells Fargo & Co. ..................................           117
                                                                           -----
                                                                             817
                                                                           -----
Beverages (1.2%):
    1,300     Anheuser Busch Cos., Inc. ..........................            74
    4,230     Coca Cola Co. ......................................           270
    4,190     PepsiCo., Inc. .....................................           191
                                                                           -----
                                                                             535
                                                                           -----
Broadcasting (0.2%):
      930     Capital Cities ABC, Inc. ...........................            98
                                                                           -----
Business Equipment & Services (0.8%):
    3,510     Browning Ferris Industries, Inc. ...................           127
    2,500     Olsten Corp. .......................................            82
    3,700     Service Corp., International .......................           117
    1,700     WMX Technologies, Inc. .............................            48
                                                                           -----
                                                                             374
                                                                           -----
Capital Equipment (0.5%):
    1,000     General Signal Corp. ...............................            40
    5,000     Giddings & Lewis, Inc. .............................            89
    2,820     Harnischfeger Industries, Inc. .....................            98
                                                                           -----
                                                                             227
                                                                           -----
Chemicals--Inorganic & Petroleum (1.0%):
    2,410     Dow Chemical Co. ...................................           173
    3,170     DuPont (EI) de Nemours & Co. .......................           218
    1,830     Schulman A., Inc. ..................................            53
                                                                           -----
                                                                             444
                                                                           -----
Chemicals--Specialty (0.1%):
    4,000     Crompton & Knowles Corp. ...........................            57
                                                                           -----
Computer--Main/Mini (1.8%):
    2,600     Hewlett Packard Co. ................................           194
    3,850     International Business Machines Corp. ..............           370
    4,300     Silicon Graphics, Inc. .............................           171
      800     Xerox Corp. ........................................            94
                                                                           -----
                                                                             829
                                                                           -----
Computer--Micro (0.6%):
    3,490     Apple Computer, Inc. ...............................           162
    2,000     Compaq Computer Corp. ..............................            91
                                                                           -----
                                                                             253
                                                                           -----
Computers--Peripheral (0.8%):
    1,500     Autodesk, Inc. .....................................            65
    2,850     Microsoft Corp. (b) ................................           258
      890     3Com Corp. (b) .....................................            60
                                                                           -----
                                                                             383
                                                                           -----
Construction Materials (0.2%):
    2,200     PPG Industries, Inc. ...............................            95
                                                                           -----
Containers (0.2%):
    3,000     Ball Corp. .........................................           105
                                                                           -----
Cosmetic/Toiletry (0.1%):
    3,000     Maybelline, Inc. ...................................            62
                                                                           -----
Defense (0.2%):
      940     Raytheon Co. .......................................            73
                                                                           -----
Electrical Equipment (1.9%):
    8,480     General Electric Co. ...............................           478
    1,400     Grainger W.W., Inc. ................................            82
    1,000     Johnson Controls, Inc. .............................            57
    2,200     Tyco Labs, Inc. ....................................           119
    4,000     Westinghouse Electric Corp. ........................            58
      700     Dover Corp. ........................................            51
                                                                           -----
                                                                             845
                                                                           -----
Electronic Components (1.8%):
    2,440     AMP, Inc. ..........................................           103
    6,300     Intel Corp. ........................................           399
    3,980     Motorola, Inc. .....................................           267
      450     Texas Instruments, Inc. ............................            60
                                                                           -----
                                                                             829
                                                                           -----
</TABLE>

Continued

                                                                              23


                                    B-275
<PAGE>   581
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR 
PRINCIPAL                           SECURITY                              MARKET
  AMOUNT                          DESCRIPTION                              VALUE
- ---------     ----------------------------------------------------        ------
<S>           <C>                                                         <C>  
COMMON STOCKS, CONTINUED:
Farm Machinery (0.1%):
      600     Deere & Co. ........................................        $   51
                                                                          ------
Food & Related (0.5%):
    3,730     Archer Daniels Midland Co. .........................            69
    1,000     CPC International, Inc. ............................            62
    3,170     Sara Lee Corp. .....................................            90
                                                                          ------
                                                                             221
                                                                          ------
Forest/Paper Products (1.3%):
    1,100     Consolidated Papers, Inc. ..........................            63
    1,970     International Paper Co. ............................           169
    1,500     Kimberly Clark Corp. ...............................            90
    1,800     Mead Corp. .........................................           107
    2,650     Willamette Industries, Inc. ........................           147
                                                                          ------
                                                                             576
                                                                          ------
Furniture/Furnishings (0.2%):
    4,430     Newell Co. .........................................           109
                                                                          ------
Healthcare--Drugs (1.9%):
    2,700     Abbott Laboratories ................................           109
    4,060     Baxter International, Inc. .........................           148
    1,220     Forest Laboratories, Class A (b) ...................            54
    5,650     Merck & Co., Inc. ..................................           277
    1,900     Pfizer, Inc. .......................................           176
    2,000     Schering Plough ....................................            88
                                                                          ------
                                                                             852
                                                                          ------
Healthcare--General (1.6%):
    1,500     American Home Products Corp. .......................           116
    5,100     Biomet, Inc. (b) ...................................            79
    3,180     Bristol-Myers Squibb Co. ...........................           217
    4,060     Johnson & Johnson ..................................           275
                                                                          ------
                                                                             687
                                                                          ------
Hospital Supply & Management (0.8%):
    4,100     Columbia/HCA Healthcare Corp. ......................           177
    3,250     Health Management Assoc., Inc., Class A (b) ........            95
      560     Medtronic, Inc. ....................................            43
      900     PacifiCare Health Systems-A (b) ....................            46
                                                                          ------
                                                                             361
                                                                          ------
Household--General Products (0.7%):
    2,360     American Greetings Corp., Class A ..................            69
    3,300     Procter & Gamble Co. ...............................           237
                                                                          ------
                                                                             306
                                                                          ------
Insurance--Life (0.1%):
    1,480     Providan Corp. .....................................            54
                                                                          ------
Insurance--Property/Casual (0.9%):
    1,680     American International Group, Inc. .................           192
    1,400     Cincinnati Financial ...............................            78
      700     MBIA, Inc. .........................................            46
    2,330     St. Paul Cos., Inc. ................................           115
                                                                          ------
                                                                             431
                                                                          ------
Leisure Time Industries (0.5%):
    3,130     Walt Disney Co. ....................................           174
    1,000     Hasbro, Inc. .......................................            32
                                                                          ------
                                                                             206
                                                                          ------
Mining (0.2%):
    3,590     Cyprus Amax Minerals ...............................           102
                                                                          ------
Motor Vehicle Parts (0.1%):
    1,480     Dana Corp. .........................................            42
                                                                          ------
Motor Vehicles (0.6%):
    4,000     Ford Motor Co. .....................................           119
    2,880     General Motors Corp. ...............................           135
                                                                          ------
                                                                             254
                                                                          ------
Multiple Industry (1.0%):
      900     ALCO Standard Corp. ................................            72
    2,420     Allied Signal, Inc. ................................           108
    3,790     Corning, Inc. ......................................           124
    1,340     ITT Corp. ..........................................           157
                                                                          ------
                                                                             461
                                                                          ------
Petroleum--Domestic (0.8%):
    1,400     Amoco Corp. ........................................            93
    1,610     Atlantic Richfield Co. .............................           177
    2,400     Tenneco, Inc. ......................................           110
                                                                          ------
                                                                             380
                                                                          ------
Petroleum--International (2.8%):
    1,540     Chevron Corp. ......................................            72
    6,790     Exxon Corp. ........................................           479
    2,400     Mobil Corp. ........................................           230
    3,400     Royal Dutch Petroleum ..............................           414
    1,310     Texaco, Inc. .......................................            86
                                                                          ------
                                                                           1,281
                                                                          ------
Petroleum--Services (0.3%):
    3,190     Halliburton Co. ....................................           114
                                                                          ------
Publishing (0.3%):
    1,920     Tribune Co. ........................................           118
                                                                          ------
Railroad (0.1%):
    1,000     Norfolk Southern Corp. .............................            67
                                                                          ------
Restaurants (0.9%):
    4,260     Bob Evans Farms, Inc. ..............................            87
    2,000     Lone Star Restaurants ..............................            61
    4,100     McDonald's Corp. ...................................           160
</TABLE>


Continued

24


                                    B-276
<PAGE>   582
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR 
PRINCIPAL                           SECURITY                             MARKET
  AMOUNT                          DESCRIPTION                             VALUE
- ---------     ----------------------------------------------------       -------
<S>           <C>                                                        <C>  
COMMON STOCKS, CONTINUED:
Restaurants, continued:
     5,000     Wendy's International, Inc. ........................      $    89
                                                                         -------
                                                                             397
                                                                         -------
Retail--Food Stores (0.1%):
     2,000     American Stores Co. ................................           56
                                                                         -------
Retail--General Merchandise (1.0%):
     3,500     Sears Roebuck & Co. ................................          210
     9,340     Wal-Mart Stores, Inc. ..............................          250
                                                                         -------
                                                                             460
                                                                         -------
Retail--Specialty (0.6%):
     3,550     Circuit City Stores, Inc. ..........................          112
     1,900     Home Depot, Inc. ...................................           77
     3,190     Smith Food & Drug ..................................           63
                                                                         -------
                                                                             252
                                                                         -------
Securities & Commercial Brokers (0.6%):
     2,570     American Express Co. ...............................           90
       900     Federal Home Loan Mortgage Corp. ...................           62
     1,320     Federal National Mortgage Assoc ....................          125
                                                                         -------
                                                                             277
                                                                         -------
Tires/Rubber Products (0.2%):
     2,000     Goodyear Tire & Rubber Co. .........................           83
                                                                         -------
Tobacco (1.5%):
     6,430     Philip Morris Cos., Inc. ...........................          478
     3,450     RJR Nabisco Holdings Corp. .........................           96
     4,200     UST, Inc. ..........................................          125
                                                                         -------
                                                                             699
                                                                         -------
Utilites--Electric (1.1%):
     4,760     Central & South West Corp. .........................          125
     4,200     Consolidated Edison Co., Inc. ......................          124
       900     Duke Power Co. .....................................           37
     2,300     Northern States Power Co. ..........................          106
     3,600     Texas Utilities Co. ................................          124
                                                                         -------
                                                                             516
                                                                         -------
Utilities--Gas/Pipeline (0.3%):
     4,510     Enron Corp. ........................................          158
                                                                         -------
Utilities--Telephone (2.6%):
     6,790     AT&T ...............................................          361
     2,760     Ameritech Corp. ....................................          121
     2,300     Bell Atlantic Corp. ................................          129
     1,800     Bellsouth Corp. ....................................          114
     4,310     GTE Corp. ..........................................          147
     1,320     Nynex Corp. ........................................           53
     2,890     SBC Communications, Inc. ...........................          138
     4,120     Sprint Corp. .......................................          139
                                                                         -------
                                                                           1,202
                                                                         -------
  Total Common Stocks ............................................        17,854
                                                                         -------
CORPORATE BONDS (12.7%):
   500,000     AT&T Corp., 6.00%, 8/1/00 ..........................          486
   500,000     AT&T Corp., 6.75%, 4/1/04 ..........................          513
   500,000     Campbell Soup, 5.63%, 9/15/03 ......................          471
   500,000     Ford Motor Credit Corp., 8.38%, 1/15/00 ............          534
   520,204     Honda Auto 94-A-A, 4.80%, 8/15/99 ..................          514
   500,000     J C Penney & Co., 5.38%, 11/15/98 ..................          482
   500,000     John Deere Capital Corp., 4.63%, 9/2/96 ............          492
   250,000     Lehman Brothers Holdings, 6.38%, 6/1/98 ............          246
   500,000     Lehman Brothers, Inc., 9.88%, 10/15/00 .............          561
   435,070     The Money Store, 6.80%, 1/15/13 ....................          435
   500,000     Union Pacific, 7.60%, 5/1/05 .......................          527
   500,000     Virginia Electric & Power, 6.63%, 4/1/03 ...........          501
                                                                         -------
  Total Corporate Bonds ..........................................         5,762
                                                                         -------
MUNICIPAL BONDS (1.8%):
Ohio
   800,000     Advanta Mortgage Loan Trust, 7.60%, 7/25/10 ........          809
                                                                         -------
  Total Municipal Bonds ..........................................           809
                                                                         -------
U.S. GOVERNMENT AGENCIES (13.4%):
Federal Home Loan Mortgage Corp.:
   312,395     10.00%, 9/1/03 .....................................         329
   356,758     8.00%, 3/1/08 ......................................         367
   339,672     10.50%, 10/1/20 ....................................         369
Federal National Mortgage Assoc.:
 1,000,000     4.40%, 9/8/95 ......................................         968
 1,000,000     5.53%, 2/10/99 .....................................         977
   534,542     8.00%, 6/1/24 ......................................         545
   969,189     8.00%, 6/1/24 ......................................         988
Government National Mortgage Assoc.:
 1,493,871     8.00%, 11/15/24 ....................................       1,531
                                                                        -------
  Total U.S. Government Agencies .................................        6,074
                                                                        -------
U.S. TREASURY BILLS (0.5%):
     150,000   7/13/95  ...........................................         150
      40,000   8/24/95  ...........................................          39
      20,000   9/7/95   ...........................................          20
      35,000   9/21/95  ...........................................          35
                                                                        -------
  Total U.S. Treasury Bills ......................................          244
                                                                        -------
U.S. TREASURY BONDS (3.8%):
  1,500,000    8.13%, 8/15/19 .....................................       1,747
                                                                        -------
  Total U.S. Treasury Bonds ......................................        1,747
                                                                        -------
U.S. TREASURY NOTES (11.7%):
    500,000    5.13%, 3/31/98 .....................................         490
  1,500,000    7.00%, 4/15/99 .....................................       1,551
</TABLE>


Continued

                                                                              25


                                    B-277
<PAGE>   583
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR 
PRINCIPAL                           SECURITY                             MARKET
  AMOUNT                          DESCRIPTION                             VALUE
- ---------     ----------------------------------------------------       -------
<S>           <C>                                                        <C>  
U.S. TREASURY NOTES, CONTINUED:
    $1,500,000    6.38%, 1/15/00 .....................................   $ 1,521
     1,750,000    6.25%, 2/15/03 .....................................     1,755
                                                                         -------
   Total U.S. Treasury Notes ......................................        5,317
                                                                         -------
   Total Investments, at value ....................................       37,807
                                                                         -------
REPURCHASE AGREEMENT (15.9%):
     7,207,000    Lehman Brothers, 6.15%, dated 6/30/95, 
                due 7/3/95 (Collateralized by 
                $7,105,000 U.S. Treasury Notes, 6.75%,
                2/28/97, market value--$7,360) ....................       7,207
                                                                         -------
   Total Repurchase Agreement .....................................       7,207
                                                                         -------
   Total (Cost--$42,377)(a) .......................................     $45,014
                                                                         =======

<FN>
- ------------
Percentages indicated are based on net assets of $45,422.

(a)  Represents cost for financial reporting purposes and differs from cost
     basis for federal income tax purposes by the amount of losses recognized
     for financial reporting in excess of federal income tax reporting of
     approximately $39. Cost for federal income tax purposes differed from value
     by net unrealized appreciation of securities as follows:

           Unrealized appreciation ...................................  $ 2,866
           Unrealized depreciation ...................................     (268)
                                                                        -------
           Net unrealized appreciation ...............................  $ 2,598
                                                                        =======
           
(b)  Represents non-income producing security.
</TABLE>

At June 30, 1995, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                            CURRENT
                                                                OPENING      MARKET
   # OF                                                        POSITIONS     VALUE
CONTRACTS                    CONTRACT TYPE                       (000)       (000)
- ---------     ----------------------------------------------   ---------    ------
<S>           <C>                                               <C>         <C>   
    22        S & P 500 September ..........................    $5,905      $6,019
</TABLE>


See notes to financial statements.


26


                                    B-278
<PAGE>   584
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Equity Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>   
COMMON STOCKS (89.8%):        
Aircraft (2.3%):         
    70,000    Boeing Co. .........................................      $  4,384
                                                                        --------
Banks (4.1%):
    76,754    BankAmerica Corp.                                            4,039
    53,000    J.P. Morgan & Co., Inc. ............................         3,717
                                                                        --------
                                                                           7,756
                                                                        --------
Beverages (2.2%):        
    65,000    Coca Cola Co. ......................................         4,144
                                                                        --------
Building & Construction (0.8%):      
    30,000    Corning Delaware ...................................         1,534
                                                                        --------
Business Equipment & Services (5.3%):     
    55,000    Browning Ferris Industries, Inc. ...................         1,987
    90,000    Dun & Bradstreet Corp. .............................         4,725
   115,000    National Service Industries, Inc. ..................         3,320
                                                                        --------
                                                                          10,032
                                                                        --------
Chemicals--Petroleum & Inorganic (6.3%):      
    65,000    ARCO Chemical Co. ..................................         2,949
    68,000    Dow Chemical Co. ...................................         4,887
    65,000    Grace W. R. & Co. ..................................         3,989
                                                                        --------
                                                                          11,825
                                                                        --------
Chemicals--Specialty (2.4%):       
   125,000    Nalco Chemical Co. .................................         4,547
                                                                        --------
Computers--Main/Mini (3.3%):       
    25,000    Salomon, Inc. ......................................         2,400
    32,000    Xerox Corp. ........................................         3,752
                                                                        --------
                                                                           6,152
                                                                        --------
Cosmetics/Toiletry (2.1%):         
    80,000    International Flavors & Fragrances, Inc. ...........         3,980
                                                                        --------
Food & Related (3.5%):        
    90,000    Campbell Soup Co. ..................................         4,410
    65,000    ConAgra, Inc. ......................................         2,267
                                                                        --------
                                                                           6,677
                                                                        --------
Furniture/Furnishings (0.7%):      
    50,000    Masco Corp. ........................................         1,350
                                                                        --------
Health Care--Drugs (2.6%):         
   136,000    Baxter International, Inc. .........................         4,947
                                                                        --------
Health Care--General (7.9%):       
    60,000    American Home Products .............................         4,642
    73,000    Bristol-Myers Squibb Co. ...........................         4,973
    60,000    Warner - Lambert Co. ...............................         5,183
                                                                        --------
                                                                          14,798
                                                                        --------
Household--General Products (1.4%):       
   125,000    Jostens ............................................         2,656
                                                                        --------
Household--Major Appliances (1.8%):       
   100,000    Briggs & Stratton Corp. ............................         3,450
                                                                        --------
Insurance--Life (2.5%):       
    80,000    Transamerica Corp. .................................         4,660
                                                                        --------
Insurance--Property/Casualty (2.8%):      
   120,000    Lincoln National Corp. .............................         5,250
                                                                        --------
Multiple Industry (1.4%):       
    80,000    Corning, Inc. ......................................         2,620
                                                                        --------
Petroleum--Domestic (4.8%):        
    70,000    Amoco Corp. ........................................         4,664
    40,000    Atlantic Richfield Co. .............................         4,390
                                                                        --------
                                                                           9,054
                                                                        --------
Petroleum--International (7.2%):       
    70,000    Exxon Corp. ........................................         4,944
    45,000    Mobil Corp. ........................................         4,320
    35,000    Royal Dutch Petroleum ..............................         4,266
                                                                        --------
                                                                          13,530
                                                                        --------
Petroleum Services (1.6%):         
    85,000    Halliburton Co. ....................................         3,039
                                                                        --------
Photography Equipment (2.4%):      
    75,000    Eastman Kodak Co. ..................................         4,547
                                                                        --------
Publishing (2.6%):          
    65,000    McGraw-Hill Cos., Inc. .............................         4,932
                                                                        --------
Retail--General Merchandise (2.9%):       
    90,000    Sears Roebuck & Co. ................................         5,389
                                                                        --------
Securities & Commercial Broker (2.3%):      
   125,000    American Express Co. ...............................         4,391
                                                                        --------
Tobacco (2.9%):        
    73,000    Philip Morris Cos., Inc. ...........................         5,429
                                                                        --------
Utilities--Electric (4.6%):         
   133,000    Central & South West Corp. .........................         3,491
    60,000    Duke Power Co. .....................................         2,490
    90,000    WPS Resources ......................................         2,632
                                                                        --------
                                                                           8,613
                                                                        --------
Utilities--Telephone (5.1%):       
    90,000    AT&T ...............................................         4,781
   100,000    SBC Communications, Inc. ...........................         4,763
                                                                        --------
                                                                           9,544
                                                                        --------
  Total Common Stocks ............................................       169,230
                                                                        --------
</TABLE>


Continued

                                                                              27



                                    B-279
<PAGE>   585
THE ONE GROUP FAMILY OF MUTUAL FUNDS 
Income Equity Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount) 

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>   
PREFERRED STOCK (CONVERTIBLE) (6.7%):     
      80,000  ConAgra, Inc., Class E .............................      $  2,830
      70,000  General Motors Corp. ...............................         4,410
      80,000  Sonoco Products ....................................         4,440
      70,000  Westinghouse Electric ..............................         1,024
                                                                        --------
  Total Preferred Stock ..........................................        12,704
                                                                        --------
CORPORATE BONDS (2.5%):
  $2,500,000  Browning Ferris Industries, Inc., 6.25%,
                8/15/12 ..........................................         2,513
   2,500,000  Masco Corp., 5.25%, 2/15/12 ........................         2,187
                                                                        --------
              Total Corporate Bonds ..............................         4,700
                                                                        --------
              Total Investments, at value ........................       186,634
                                                                        --------
REPURCHASE AGREEMENTS (0.8%):      
   1,416,000   Lehman Brothers, 6.15%, dated 6/30/95,
                due 9/3/95 (Collateralized by
                $1,400,000 U.S. Treasury Notes,
                6.75%, 2/28/97, market value--$1,450) ............         1,416
                                                                        --------
  Total Repurchase Agreements ....................................         1,416
                                                                        --------
  Total (Cost--$147,891)(a) ......................................      $188,050
                                                                        ========

<FN>
- ---------------
Percentages indicated are based on net assets of $188,180.

(a)  Represents cost for financial reporting purposes and differs from cost
     basis for federal income tax purposes by the amount of losses recognized
     for financial reporting in excess of federal income tax reporting of
     approximately $7. Cost for federal income tax purposes differs from value
     by net unrealized appreciation of securities as follows:

           Unrealized appreciation .....................     $41,700 
           Unrealized depreciation .....................      (1,548)
                                                             ------- 
           Net unrealized appreciation .................     $40,152 
                                                             ======= 
</TABLE>
                                                             

See notes to financial statements.

28


                                    B-280
<PAGE>   586
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>   
COMMON STOCKS (94.9%):        
Aircraft (1.3%):         
    19,349    Boeing Co. .........................................       $ 1,212
    11,398    Lockheed Martin Corp. ..............................           719
     6,729    McDonnell Douglas Corp. ............................           517
     2,728    Northrop Grumman Corp. .............................           142
     7,128    United Technologies Corp. ..........................           557
                                                                         -------
                                                                           3,147
                                                                         -------
Air Transport (0.4%):       
     4,300    AMR Corp.(b) .......................................           321
     2,928    Delta Air Lines, Inc. ..............................           216
     3,128    Federal Express Corp.(b) ...........................           190
     8,200    Southwest Airlines .................................           196
     2,743    U.S. Air Group(b) ..................................            32
                                                                         -------
                                                                             955
                                                                         -------
Aluminum (0.4%):         
    12,742    Alcan Aluminum Ltd. ................................           385
    10,072    Aluminum Co. of America ............................           505
     3,414    Reynolds Metals Co. ................................           177
                                                                         -------
                                                                           1,067
                                                                         -------
Apparel (0.4%):        
       971    Brown Group, Inc. ..................................            22
     4,300    Fruit of the Loom(b) ...............................            91
     4,586    Liz Claiborne, Inc. ................................            97
     2,850    Nike, Inc., Class B ................................           239
     4,771    Reebok International, Ltd. .........................           162
     2,357    Russell Corp. ......................................            68
     2,842    Stride Rite Corp. ..................................            30
     3,614    V.F. Corp. .........................................           194
                                                                         -------
                                                                             903
                                                                         -------
Banks (5.6%):
    22,812    Banc One Corp. .....................................           736
     6,071    Bank of Boston Corp. ...............................           228
    10,600    Bank of New York Co., Inc. .........................           428
    21,424    BankAmerica Corp. ..................................         1,127
     4,686    Bankers Trust New York Corp. .......................           291
     5,514    Barnett Banks, Inc. ................................           283
     6,986    Boatmens Bancshares, Inc. ..........................           246
    10,428    Chase Manhattan Corp. ..............................           490
    13,884    Chemical Banking Corp. .............................           656
    22,542    Citicorp ...........................................         1,305
     8,156    Corestates Financial Corp. .........................           284
     4,914    First Chicago Corp. ................................           294
     4,714    First Fidelity Bancorp .............................           278
     4,514    First Interstate Bancorp ...........................           362
     9,757    First Union Corp. ..................................           442
     7,843    Fleet Financial Group, Inc. ........................           291
    10,843    J.P. Morgan & Co., Inc. ............................           760
    13,800    Keycorp ............................................           433
     8,350    MBNA Corp. .........................................           282
     8,092    Mellon Bank Corp. ..................................           337
     8,500    National City Corp. ................................           250
    15,577    Nationsbank Corp. ..................................           835
     9,164    NBD Bancorp, Inc. ..................................           293
    18,356    Norwest Corp. ......................................           528
    13,242    PNC Financial Corp. ................................           349
     7,285    Shawmut National Corp. .............................           232
     6,628    Suntrust Banks, Inc. ...............................           386
     5,621    U.S. Bancorp .......................................           135
     9,800    Wachovia Corp. .....................................           350
     2,778    Wells Fargo & Co. ..................................           501
                                                                         -------
                                                                          13,412
                                                                         -------
Beverages (3.5%):        
    14,614    Anheuser Busch Cos., Inc. ..........................           831
     2,392    Brown-Forman Corp., Class B ........................            80
    72,140    Coca Cola Co. ......................................         4,599
     2,243    Coors Adolph Co., Class B ..........................            37
    44,647    PepsiCo., Inc. .....................................         2,037
    21,284    Seagram Co., Ltd. ..................................           737
                                                                         -------
                                                                           8,321
                                                                         -------
Broadcasting (1.2%):        
     8,890    Capital Cities ABC, Inc. ...........................           932
     3,450    CBS, Inc. ..........................................           231
    11,150    Comcast Corp. Special ..............................           207
    32,814    Tele Communications, Inc.(b) .......................           769
    16,407    Viacom, Class B(b) .................................           761
                                                                         -------
                                                                           2,900
                                                                         -------
Business Equipment & Services (1.9%):     
     5,956    Block, H & R, Inc. .................................           245
    12,085    Browning Ferris Industries, Inc. ...................           437
     2,457    Ceridian Corp.(b) ..................................            91
     4,686    Deluxe Corp. .......................................           155
     9,072    Donnelley, R.R. & Sons, Co. ........................           327
     9,691    Dun & Bradstreet. Corp. ............................           509
    11,100    First Data Corp. ...................................           631
     1,828    Harland, John H. Co. ...............................            42
     4,300    Interpublic Group of Cos., Inc. ....................           161
    13,400    Laidlaw, Inc., Class B .............................           129
     5,671    Moore Corp., Ltd. ..................................           125
     2,728    National Service Industries, Inc. ..................            79
     2,443    Ogden Corp. ........................................            53
     9,072    Pitney-Bowes, Inc. .................................           348
     4,400    Ryder Systems, Inc. ................................           105
     3,271    Safety Kleen Corp. .................................            53
     5,464    Service Corp. International ........................           173
    27,428    WMX Technologies, Inc. .............................           778
                                                                         -------
                                                                           4,441
                                                                         -------
</TABLE>

Continued 
                                                                             29


                                    B-281
<PAGE>   587
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>   
COMMON STOCKS, CONTINUED:
Capital Equipment (1.1%):       
    11,614    Caterpillar, Inc. ..................................        $  746
     1,957    Cincinnati Milacron, Inc. ..........................            53
     2,372    Cummins Engine, Inc. ...............................           103
     4,686    Fluor Corp. ........................................           244
     2,057    Foster Wheeler Corp. ...............................            73
     2,642    General Signal Corp. ...............................           105
     1,984    Giddings & Lewis, Inc. .............................            35
     2,428    Harnischfeger Industries, Inc. .....................            84
     6,456    Illinois Tool Works, Inc. ..........................           355
     5,942    Ingersoll Rand Co. .................................           227
     2,245    PACCAR, Inc. .......................................           105
     4,129    Parker-Hannifin Corp. ..............................           150
     2,443    Snap-On, Inc. ......................................            95
     1,871    Timken Co. .........................................            86
     1,657    TRINOVA Corp. ......................................            58
     1,186    Zurn Industries, Inc. ..............................            24
                                                                          ------
                                                                           2,543
                                                                          ------
Chemicals--Petroleum & Inorganic (2.1%):      
    15,571    Dow Chemical Co. ...................................         1,119
    30,870    Dupont (E.I.) de Nemours & Co. .....................         2,122
       828    First Mississippi Corp. ............................            28
     1,471    Goodrich B.F. Co. ..................................            79
     5,286    Grace W.R. & Co. ...................................           324
     6,384    Hercules, Inc. .....................................           311
     6,528    Monsanto Co. .......................................           588
     3,896    Rohm & Haas Co. ....................................           214
     7,828    Union Carbide Corp. ................................           261
                                                                          ------
                                                                           5,046
                                                                          ------
Chemical--Specialty (0.9%):       
     6,556    Air Products & Chemicals, Inc. .....................           366
     3,214    Avery Dennison Corp. ...............................           129
     4,469    Eastman Chemical Co. ...............................           277
     3,542    Ecolab, Inc. .......................................            87
     5,438    Engelhard Corp. ....................................           233
     4,000    Great Lakes Chemical Corp. .........................           241
     8,284    Morton International, Inc. .........................           242
     3,900    Nalco Chemical Co. .................................           142
     6,608    Pall Corp. .........................................           147
     7,628    Praxair, Inc. ......................................           191
     2,600    Sigma-Aldrich ......................................           128
                                                                          ------
                                                                           2,183
                                                                          ------
Coal (0.0%):
     2,343    Pittston Co. .......................................            56
                                                                          ------
Communications Equipment (0.8%):       
    28,042    Airtouch Communications(b) .........................           799
     2,181    Andrew Corp.(b) ....................................           126
     6,328    DSC Communications Corp.(b) ........................           294
     2,257    Harris Cos., Delaware ..............................           117
     1,086    M.A. Com, Inc.(b) ..................................            13
    14,357    Northern Telecom, Ltd. .............................           524
     4,270    Scientific-Atlanta, Inc. ...........................            94
                                                                          ------
                                                                           1,967
                                                                          ------
Computer--Main/Mini (3.1%):       
     6,543    Amdahl Corp.(b) ....................................            73
     1,471    Cray Research Inc.(b) ..............................            36
     1,571    Data General Corp.(b) ..............................            15
     8,377    Digital Equipment Corp.(b) .........................           341
    29,114    Hewlett Packard Co. ................................         2,169
     7,300    Honeywell, Inc. ....................................           315
    33,156    International Business Machines Corp. ..............         3,183
     9,100    Silicon Graphics, Inc.(b) ..........................           363
     6,557    Tandem Computers, Inc.(b) ..........................           106
     9,414    Unisys Corp.(b) ....................................           102
     5,971    Xerox Corp. ........................................           700
                                                                          ------
                                                                           7,403
                                                                          ------
Computers--Micro (0.5%):        
    14,958    Compaq Computer Corp.(b) ...........................           679
     6,743    Apple Computer, Inc. ...............................           313
     5,300    Sun Microsystems, Inc.(b) ..........................           257
                                                                          ------
                                                                           1,249
                                                                          ------
Computers--Peripheral (2.5%):      
     2,642    Autodesk, Inc. .....................................           114
    15,100    Cisco Systems, Inc.(b) .............................           763
     9,257    Computer Assoc., International, Inc. ...............           627
     2,528    Intergraph Corp.(b) ................................            28
     2,543    Lotus Development Corp.(b) .........................           162
    33,400    Microsoft Corp.(b) .................................         3,019
    20,900    Novell, Inc.(b) ....................................           417
    24,792    Oracle Corp.(b) ....................................           958
                                                                          ------
                                                                           6,088
                                                                          ------
Construction Materials (0.5%):       
     4,714    Black & Decker Corp. ...............................           146
     1,779    Crane Co. ..........................................            64
     2,443    Owens Corning Fiberglass Corp.(b) ..................            90
    12,014    PPG Industries, Inc. ...............................           517
     4,986    Sherwin-Williams Co. ...............................           178
     2,486    Stanley Works ......................................            94
                                                                          ------
                                                                           1,089
                                                                          ------
Consumer Electronics (0.0%):       
     2,143    Zenith Electronics Corp.(b) ........................            16
                                                                          ------
Containers (0.2%):         
     1,643    Ball Corp. .........................................            57
     2,914    Bemis, Inc. ........................................            76
</TABLE>


Continued


30


                                    B-282
<PAGE>   588
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>   
COMMON STOCKS, CONTINUED:
Containers, continued:
     4,971    Crown Cork & Seal Co., Inc.(b) .....................        $  249
                                                                          ------
                                                                             382
                                                                          ------
Cosmetics/Toiletry (0.7%):         
     1,471    Alberto Culver Co., Class B ........................            45
     3,900    Avon Products, Inc. ................................           261
    25,000    Gillette Co. .......................................         1,116
     6,529    International Flavors & Fragrances, Inc. ...........           325
                                                                          ------
                                                                           1,747
                                                                          ------
Defense (0.7%):        
     3,242    EG&G, Inc. .........................................            54
     3,486    General Dynamics Corp. .............................           155
     4,714    Loral Corp. ........................................           244
     7,028    Raytheon Co. .......................................           546
    12,571    Rockwell International Corp. .......................           575
                                                                          ------
                                                                           1,574
                                                                          ------
Electrical Equipment (3.2%):       
     6,543    Cooper Industries, Inc. ............................           258
     3,214    Dover Corp. ........................................           234
    13,285    Emerson Electric Co. ...............................           950
    96,668    General Electric Co. ...............................         5,450
     2,928    Grainger W.W., Inc. ................................           172
     2,343    Johnson Controls, Inc. .............................           132
     4,328    Tyco Labs, Inc. ....................................           234
    19,871    Westinghouse Electric Corp. ........................           291
                                                                          ------
                                                                           7,721
                                                                          ------
Electronic Components (3.5%):      
     6,078    Advanced Micro Devices, Inc. .......................           221
    11,714    AMP, Inc. ..........................................           495
     4,700    Applied Materials, Inc.(b) .........................           407
     4,100    Cabletron Systems(b) ...............................           218
    47,184    Intel Corp. ........................................         2,987
    11,600    Micron Technology, Inc. ............................           637
    33,556    Motorola, Inc. .....................................         2,252
     6,871    National Semiconductor Corp. .......................           191
     2,457    Raychem Corp. ......................................            94
     5,294    Texas Instruments, Inc. ............................           709
     1,071    Thomas & Betts Corp. ...............................            73
                                                                          ------
                                                                           8,284
                                                                          ------
Electronic Instruments (0.1%):       
     2,457    Perkin-Elmer Corp. .................................            87
     1,828    Tektronix, Inc. ....................................            90
                                                                          ------
                                                                             177
                                                                          ------
Farm Machinery (0.2%):        
     4,800    Deere & Co. ........................................           411
     4,341    Navistar International Corp.(b) ....................            66
     2,524    Varity Corp.(b) ....................................           111
                                                                          ------
                                                                             588
                                                                          ------
Finance Companies (0.2%):       
     2,914    Beneficial Corp. ...................................           128
     5,386    Household International, Inc. ......................           267
                                                                          ------
                                                                             395
                                                                          ------
Food & Related (3.3%):        
    29,288    Archer Daniels Midland Co. .........................           545
    14,256    Campbell Soup Co. ..................................           699
    14,135    ConAgra, Inc. ......................................           493
     8,400    CPC International, Inc. ............................           519
     2,157    Fleming Cos., Inc. .................................            57
     9,071    General Mills, Inc. ................................           466
    13,842    Heinz H.J. Co. .....................................           614
     4,171    Hershey Foods Corp. ................................           230
    12,556    Kellogg Co. ........................................           896
     5,000    Pioneer Hi-Bred International, Inc. ................           210
     7,600    Quaker Oats Co. ....................................           250
     5,643    Ralston Purina Co. .................................           288
    27,170    Sara Lee Corp. .....................................           774
     4,100    Supervalu, Inc. ....................................           119
    10,442    Sysco Corp. ........................................           308
     9,171    Unilever N.V. - ADR ................................         1,193
     6,629    Wrigley (Wm) Jr. Co. ...............................           307
                                                                          ------
                                                                           7,968
                                                                          ------
Forest/Paper Products (1.8%):      
     2,685    Boise Cascade Corp. ................................           109
     5,271    Champion International Corp. .......................           275
     2,357    Federal Paper Board, Inc. ..........................            83
     5,186    Georgia Pacific Corp. ..............................           450
     7,043    International Paper Co. ............................           604
     4,686    James River Corp. of Virginia ......................           129
     9,172    Kimberly Clark Corp. ...............................           549
     6,286    Louisiana-Pacific Corp. ............................           165
     3,314    Mead Corp. .........................................           197
     1,657    Potlatch Corp. .....................................            69
     8,600    Scott Paper Co. ....................................           426
     5,000    Stone Container Corp.(b) ...........................           106
     3,171    Temple-Inland, Inc. ................................           151
     3,957    Union Camp Corp. ...................................           229
     3,857    Westvaco Corp. .....................................           171
    11,628    Weyerhaeuser Co. ...................................           548
                                                                          ------
                                                                           4,261
                                                                          ------
</TABLE>

Continued


                                                                             31


                                    B-283
<PAGE>   589
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS, CONTINUED:
Furniture/Furnishings (0.2%):      
     2,157    Armstrong World Industries, Inc. ...................       $   108
       848    Bassett Furniture Industries, Inc. .................            24
     8,800    Masco Corp. ........................................           238
     9,028    Newell Co. .........................................           221
                                                                         -------
                                                                             591
                                                                         -------
Gold/Precious Metals (0.4%):       
    19,900    Barrick Gold Corp. .................................           502
     6,486    Echo Bay Mines Ltd. ................................            58
     7,757    Homestake Mining Co. ...............................           128
    13,516    Placer Dome, Inc. ..................................           353
                                                                         -------
                                                                           1,041
                                                                         -------
Health Care--Drugs (4.6%):         
    45,680    Abbott Laboratories ................................         1,850
     3,600    Allergan, Inc. .....................................            98
     7,600    Amgen, Inc.(b) .....................................           611
     4,614    Alza Corp., Class A(b) .............................           108
    15,699    Baxter International, Inc. .........................           571
    16,699    Lilly Eli & Co. ....................................         1,311
    70,168    Merck & Co., Inc. ..................................         3,438
     1,400    Millipore Corp. ....................................            94
    18,042    Pfizer, Inc. .......................................         1,667
    21,270    Schering Plough ....................................           939
     9,957    UpJohn Co. .........................................           377
                                                                         -------
                                                                          11,064
                                                                         -------
Health Care--General (3.1%):       
    17,371    American Home Products Corp. .......................         1,344
     3,314    Bausch & Lomb, Inc. ................................           138
     3,886    Becton Dickinson & Co. .............................           226
     6,656    Biomet, Inc.(b) ....................................           103
     8,500    Boston Scientific Corp.(b) .........................           271
    28,705    Bristol Myers Squibb Co. ...........................         1,956
    36,784    Johnson & Johnson ..................................         2,488
     4,413    Mallinckrodt Group, Inc. ...........................           157
     2,628    St. Jude Medical, Inc. .............................           132
     7,714    Warner-Lambert Co. .................................           666
                                                                         -------
                                                                           7,481
                                                                         -------
Home Building/Mobil Home (0.1%):       
     1,814    Centex Corp. .......................................            51
     2,542    Fleetwood Enterprises, Inc. ........................            50
     1,866    Kaufman & Broad Home Corp. .........................            27
     1,586    Pulte Corp. ........................................            44
       586    Skyline Corp. ......................................            11
                                                                         -------
                                                                             183
                                                                         -------
Hospital Supply & Management (1.2%):      
     2,928    Bard, C.R., Inc. ...................................            88
     4,643    Beverly Enterprises, Inc.(b) .......................            57
    24,937    Columbia/HCA Healthcare Corp. ......................         1,079
     2,428    Community Psychiatric Centers ......................            27
     3,492    Manor Care, Inc. ...................................           102
     6,528    Medtronic, Inc. ....................................           503
     1,343    Shared Medical Systems Corp. .......................            54
    11,300    Tenet Healthcare Corp.(b) ..........................           162
     9,686    United Healthcare ..................................           401
     9,200    U.S. Healthcare, Inc. ..............................           282
     3,200    U.S. Surgical Corp. ................................            67
                                                                         -------
                                                                           2,822
                                                                         -------
Hotels & Gaming (0.3%):       
     2,585    Bally Entertainment(b) .............................            32
     2,628    Hilton Hotels Corp. ................................           185
     7,250    Marriott Corp., International ......................           260
     5,792    Promus Cos., Inc. ..................................           226
                                                                         -------
                                                                             703
                                                                         -------
Household--General Products (1.8%):       
     4,314    American Greetings Corp., Class A ..................           127
     3,128    Clorox Co. .........................................           204
     8,214    Colgate Palmolive Co. ..............................           601
     2,543    Jostens, Inc. ......................................            54
     3,514    Premark International, Inc. ........................           182
    39,240    Procter & Gamble Co. ...............................         2,820
     9,072    Rubbermaid, Inc. ...................................           252
                                                                         -------
                                                                           4,240
                                                                         -------
Household--Major Appliances (0.2%):       
     1,572    Briggs & Stratton Corp. ............................            54
     6,057    Maytag Corp. .......................................            97
     4,300    Whirlpool Corp. ....................................           237
                                                                         -------
                                                                             388
                                                                         -------
Insurance--Life (0.6%):       
    11,856    American General Corp. .............................           400
     2,750    Jefferson Pilot Corp. ..............................           151
     5,686    Providan Corp. .....................................           206
     4,100    Transamerica Corp. .................................           239
     4,242    Torchmark Corp. ....................................           160
     4,500    Unum Corp. .........................................           211
     1,335    U.S. Life Corp. ....................................            54
                                                                         -------
                                                                           1,421
                                                                         -------
Insurance--Property/Casualty (1.9%):      
     6,443    Aetna Life & Casualty Co. ..........................           405
    18,032    American International Group, Inc. .................         2,056
     4,200    CIGNA Corp. ........................................           326
     4,986    Chubb Corp. ........................................           399
     4,586    General Re Corp. ...................................           614
     5,386    Lincoln National Corp. .............................           236
     3,514    SAFECO, Corp. ......................................           202
     4,820    St. Paul Cos., Inc. ................................           237
</TABLE>


Continued


32


                                    B-284
<PAGE>   590
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS, CONTINUED:
Insurance--Property/Casualty, continued
     6,328    USF&G Corp.                                                $   103
 .................................................................       -------
                                                                           4,578
                                                                         -------
Leisure Time Industries (1.1%):      
     5,386    Brunswick Corp. ....................................            92
     6,500    CUC International, Inc.(b) .........................           273 
     1,993    Handleman Co. ......................................            19
     4,992    Hasbro, Inc. .......................................           159
    12,638    Mattel, Inc. .......................................           329
     1,057    Outboard Marine Corp. ..............................            21
    29,556    Walt Disney Co. ....................................         1,644
                                                                         -------
                                                                           2,537
                                                                         -------
Mining (0.5%):         
     2,342    Asarco, Inc. .......................................            71
     5,207    Cyprus Amax Minerals ...............................           148
     6,657    Inco Ltd. ..........................................           188
       386    Nacco Industries ...................................            23
     4,866    Newmont Mining Corp. ...............................           204
     4,014    Phelps Dodge Corp. .................................           237
     8,464    Santa Fe Pacific Corp. .............................           216
                                                                         -------
                                                                           1,087
                                                                         -------
Motion Pictures (0.0%):       
     2,157    King World Productions, Inc.(b) ....................            87
                                                                         -------
Motor Vehicle Parts (0.3%):       
     5,586    Dana Corp. .........................................           160
     4,214    Eaton Corp. ........................................           245
     3,328    Echlin, Inc. .......................................           116
     7,164    Genuine Parts Co. ..................................           271
       571    SPX, Inc. ..........................................             7
                                                                         -------
                                                                             799
                                                                         -------
Motor Vehicles (2.0%):        
    20,859    Chrysler Corp. .....................................           999
    58,162    Ford Motor Co. .....................................         1,730
    42,570    General Motors Corp. ...............................         1,995
                                                                         -------
                                                                           4,724
                                                                         -------
Multiple Industry (2.1%):       
     3,143    ALCO Standard Corp. ................................           251
    16,028    Allied Signal, Inc. ................................           713
    13,042    Corning, Inc. ......................................           427
     5,386    Dial Corp. .........................................           133
     2,057    FMC Corp.(b) .......................................           138
     4,435    Harcourt General, Inc. .............................           187
     5,943    ITT Corp. ..........................................           698
     3,400    Loews Corp. ........................................           411
    23,700    Minnesota Mining & Manufacturing Co. ...............         1,357
     3,107    Teledyne, Inc. .....................................            76
     4,986    Textron, Inc. ......................................           290
     3,614    TRW, Inc. ..........................................           289
     6,057    Whitman Corp. ......................................           117
                                                                         -------
                                                                           5,087
                                                                         -------
Non-Residential Construction (0.0%):      
     1,842    Morrison Knudsen Corp. .............................            12
                                                                         -------
Petroleum--Domestic (2.6%):       
     5,386    Amerada Hess Corp. .................................           263
    28,199    Amoco Corp. ........................................         1,879
     3,414    Ashland, Inc. ......................................           120
     9,071    Atlantic Richfield Co. .............................           996
     5,000    Burlington Northern, Inc. ..........................           317
     2,928    Kerr McGee Corp. ...................................           157
     1,971    Louisiana Land & Exploration Co. ...................            79
    18,185    Occidental Petroleum Corp. .........................           416
     5,486    Oryx Energy Co.(b) .................................            75
     2,543    Pennzoil Co. .......................................           120
    14,842    Phillips Petroleum Co. .............................           495
     5,044    Santa Fe Energy Resources, Inc.(b) .................            48
     5,957    Sun Co., Inc. ......................................           163
    10,328    Tenneco, Inc. ......................................           475
    13,771    Unocal Corp. .......................................           380
    16,414    USX-Marathon Group, Inc. ...........................           324
                                                                         -------
                                                                           6,307
                                                                         -------
Petroleum--International (5.7%):       
    36,928    Chevron Corp. ......................................         1,722
    70,869    Exxon Corp. ........................................         5,005
    22,542    Mobil Corp. ........................................         2,164
    30,656    Royal Dutch Petroleum ..............................         3,736
    14,742    Texaco, Inc. .......................................           967
                                                                         -------
                                                                          13,594
                                                                         -------
Petroleum--Services (0.7%):       
     7,948    Baker Hughes, Inc. .................................           163
    10,014    Dresser Industries, Inc. ...........................           223
     6,557    Halliburton Co. ....................................           234
     1,471    Helmerich & Payne, Inc. ............................            43
     3,043    McDermott International, Inc. ......................            73
     4,714    Rowan Cos., Inc.(b) ................................            38
    13,871    Schlumberger, Ltd. .................................           862
     3,300    Western Atlas(b) ...................................           146
                                                                         -------
                                                                           1,782
                                                                         -------
Photography Equipment (0.5%):      
    19,299    Eastman Kodak Co. ..................................         1,170
     2,595    Polaroid Corp. .....................................           106
                                                                         -------
                                                                           1,276
                                                                         -------
Publishing (1.0%):         
     5,614    Dow Jones & Co., Inc. ..............................           207
</TABLE>

Continued

                                                                              33


                                    B-285
<PAGE>   591
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS, CONTINUED:
Publishing, continued:
      7,871   Gannett, Inc. ......................................        $  427
      3,028   Knight-Ridder, Inc. ................................           172
      2,728   McGraw-Hill Cos., Inc. .............................           207
      1,614   Meredith Corp. .....................................            41
      5,900   New York Times Co., Class A ........................           139
     21,456   Time Warner, Inc. ..................................           882
      6,428   Times Mirror Co., Class A ..........................           153
      3,814   Tribune Co. ........................................           234
                                                                          ------
                                                                           2,462
                                                                          ------
Railroad (0.9%):         
      7,400   Burlington .........................................           273
      4,586   Conrail, Inc. ......................................           255
      5,857   CSX Corp. ..........................................           440
      7,585   Norfolk Southern Corp. .............................           511
      7,299   Santa Fe Pacific Gold Corp. ........................            89
     11,714   Union Pacific Corp. ................................           649
                                                                          ------
                                                                           2,217
                                                                          ------
Restaurants (0.7%):        
      1,493   Luby's Cafeterias, Inc. ............................            30
     39,612   McDonald's Corp. ...................................         1,550
      3,043   Ryan's Family Steak House, Inc.(b) .................            24
      2,336   Shoney's, Inc.(b) ..................................            27
      5,843   Wendy's International, Inc. ........................           104
                                                                          ------
                                                                           1,735
                                                                          ------
Retail--Food Stores (0.8%):       
     14,428   Albertsons, Inc. ...................................           429
      8,028   American Stores Co. ................................           226
      4,486   Brunos, Inc. .......................................            52
      3,314   Giant Food, Inc., Class A ..........................            94
      2,243   Great Atlantic & Pacific Tea, Inc. .................            59
      6,186   Kroger Co.(b) ......................................           166
      1,171   Longs Drug Stores, Inc. ............................            44
      4,886   Rite Aid Corp. .....................................           125
      7,028   Walgreen Co. .......................................           352
      4,286   Winn Dixie Stores, Inc. ............................           248
                                                                          ------
                                                                           1,795
                                                                          ------
Retail--General Merchandise (3.1%):      
      4,100   Dayton Hudson Corp. ................................           294
      6,429   Dilliard Department Stores, Inc., Class A ..........           189
     12,986   J.C. Penney Co., Inc. ..............................           623
     25,542   K Mart Corp. .......................................           374
     14,160   May Department Stores, Co. .........................           589
      2,143   Mercantile Stores Co., Inc. ........................           100
      4,686   Nordstrom, Inc. ....................................           194
     11,000   Price/Costco, Inc.(b) ..............................           179
     22,028   Sears Roebuck & Co. ................................         1,319
      4,200   TJX Cos, Inc. ......................................            56
    130,452   Wal-Mart Stores, Inc. ..............................         3,490
      7,514   Woolworth Corp. ....................................           114
                                                                          ------
                                                                           7,521
                                                                          ------
Retail--Specialty (1.3%):       
      5,800   Charming Shoppes, Inc. .............................            30
      5,486   Circuit City Stores, Inc. ..........................           173
      8,200   Gap, Inc. ..........................................           286
     25,553   Home Depot, Inc. ...................................         1,038
     20,599   Limited, Inc. ......................................           453
      8,772   Lowes Cos., Inc. ...................................           262
      5,957   Melville Corp. .....................................           204
      3,414   Pep Boys-Manny, Moe & Jack .........................            91
      3,786   Tandy Corp. ........................................           196
     16,257   Toys R Us, Inc.(b) .................................           476
                                                                          ------
                                                                           3,209
                                                                          ------


Savings & Loans (0.2%):       
      6,743   Ahmanson H.F. & Co. ................................           148
      3,614   Golden West Financial Corp. ........................           170
      7,528   Great Western Financial Corp. ......................           155
                                                                          ------
                                                                             473
                                                                          ------
Securities & Commercial Broker (2.3%):      
      2,428   Alexander & Alexander Services, Inc. ...............            58
     28,506   American Express Co. ...............................         1,001
      9,696   Dean Witter Discover & Co. .........................           456
     10,200   Federal Home Loan Mortgage Corp. ...................           701
     15,514   Federal National Mortgage Assoc ....................         1,464
      4,300   Marsh & McLennan Cos., Inc. ........................           349
     10,014   Merrill Lynch & Co., Inc. ..........................           526
      6,243   Salomon, Inc. ......................................           251
     18,213   Travelers Group, Inc. ..............................           797
                                                                          ------
                                                                           5,603
                                                                          ------
Steel (0.3%):
      5,871   Armco, Inc.(b) .....................................            40
      6,100   Bethlehem Steel Corp.(b) ...........................            99
      2,257   Inland Steel Industries ............................            69
      4,956   Nucor Corp. ........................................           265
      4,311   USX-U.S. Steel Group, Inc. .........................           148
      5,138   Worthington Industries, Inc. .......................           105
                                                                          ------
                                                                             726
                                                                          ------
Textile (0.0%):        
        957   Springs Industries, Inc., Class A ..................            36
                                                                          ------
Timeshare & Software (0.3%):       
      8,214   Automatic Data Processing, Inc. ....................           516
      2,900   Computer Sciences Corp.(b) .........................           165
                                                                          ------
                                                                             681
                                                                          ------
</TABLE>


Continued

34

                                    B-286
<PAGE>   592
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS, CONTINUED:
Tires/Rubber Products (0.2%):      
     4,786    Cooper Tire & Rubber Co. ...........................      $    117
     8,528    Goodyear Tire & Rubber Co. .........................           352
                                                                        --------
                                                                             469
                                                                        --------
Tobacco (1.8%):        
    10,845    American Brands, Inc. ..............................           431
    48,213    Philip Morris Cos., Inc. ...........................         3,586
    11,614    UST, Inc. ..........................................           346
                                                                        --------
                                                                           4,363
                                                                        --------
Trucking (0.1%):         
     2,014    Consolidated Freightways, Inc. .....................            45
     2,343    Roadway Services, Inc. .............................           111
     1,643    Yellow Corp. .......................................            30
                                                                        --------
                                                                             186
                                                                        --------
Utilities--Electric (3.7%):      
    10,443    American Electric Power, Inc. ......................           367
     8,229    Baltimore Gas & Electric Co. .......................           206
     9,172    Carolina Power & Light Co. .........................           277
    10,742    Central & South West Corp. .........................           282
     8,478    Cinergy Corp. ......................................           223
    13,285    Consolidated Edison Co., Inc. ......................           392
     8,300    Detroit Edison Co. .................................           243
     9,585    Dominion Resources, Inc. of Virginia ...............           350
    11,614    Duke Power Co. .....................................           482
    13,043    Entergy Corp. ......................................           315
    10,685    FPL Group, Inc. ....................................           413
     6,300    General Public Utilities Corp. .....................           187
     7,428    Houston Industries, Inc. ...........................           313
     8,014    Niagara Mohawk Power Corp. .........................           118
     3,814    Northern States Power Co. ..........................           176
     8,685    Ohio Edison Co. ....................................           196
    24,613    Pacific Gas & Electric Co. .........................           714
    15,857    Pacificorp .........................................           297
    12,600    Peco Energy Corp. ..................................           348
    13,800    Public Service Enterprise Group, Inc. ..............           383
    25,400    SCE Corp. ..........................................           435
    37,714    Southern Co. .......................................           844
    12,714    Texas Utilities Co. ................................           437
    12,200    Unicom Corp. .......................................           325
     5,800    Union Electric Co. .................................           216
                                                                        --------
                                                                           8,539
                                                                        --------
Utilities--Gas/Pipeline (0.8%):      
     5,857    Coastal Corp. ......................................           178
     2,928    Columbia Gas System, Inc. ..........................            93
     5,286    Consolidated Natural Gas Co. .......................           200
       971    Eastern Enterprises ................................            29
    14,212    Enron Corp. ........................................           499
     3,814    Enserch Corp. ......................................            65
     3,114    NICOR, Inc. ........................................            84
     6,943    Noram Energy Corp. .................................            45
     1,514    ONEOK, Inc. ........................................            32
     4,783    Pacific Enterprises ................................           117
     8,086    Panhandle Eastern Corp. ............................           197
     2,057    People's Energy Corp. ..............................            53
     4,886    Sonat, Inc. ........................................           149
     6,186    Williams Cos., Inc. ................................           216
                                                                        --------
                                                                           1,957
                                                                        --------
Utilities--Telephone (7.4%):       
    10,900    Alltel Corp. .......................................           277
    31,656    Ameritech Corp. ....................................         1,393
    90,527    AT&T ...............................................         4,809
    24,856    Bell Atlantic Corp. ................................         1,392
    28,228    Bellsouth Corp. ....................................         1,792
    54,998    GTE Corp. ..........................................         1,877
    38,484    MCI Communications Corp. ...........................           847
    24,156    Nynex Corp. ........................................           972
    24,042    Pacific Telesis Group ..............................           643
    34,670    SBC Communications, Inc. ...........................         1,651
    19,500    Sprint Corp. .......................................           656
    26,356    U.S. West, Inc. ....................................         1,097
                                                                        --------
                                                                          17,406
                                                                        --------
  Total Common Stocks                                                    227,065
                                                                        --------
PARTICIPATING UNITS (0.0%):       
     9,071    Darden Restaurants, Inc.(b) ........................            99
                                                                        --------
  Total Participating Units                                                   99
                                                                        --------
U.S. TREASURY BILLS (0.5%):       
$   10,000    8/17/95 ............................................            10
   125,000    9/7/95 .............................................           123
 1,035,000    9/14/95 ............................................         1,023
    25,000    9/21/95 ............................................            25
                                                                        --------
  Total U.S. Treasury Bills                                                1,181
                                                                        --------
  Total Investments, at value                                            228,345
                                                                        --------
</TABLE>

                       
                       
Continued
                                                                             35

                                    B-287
<PAGE>   593
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                      JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>                                                                     <C>
REPURCHASE AGREEMENTS (4.1%):      

$9,781,000    Lehman Brothers, 6.15%, dated 6/30/95, 
                due 7/3/95 (Collateralized by 
                $9,640,000 U.S. Treasury Notes, 6.75%,
                2/28/97, market value--$9,986)                          $  9,781
                                                                        --------
  Total Repurchase Agreements                                              9,781
                                                                        --------
  Total (Cost--$199,635)(a)                                             $238,126
                                                                        ========

<FN>
- ------------

Percentages indicated are based on net assets of $239,306.
(a)  Represents cost for financial reporting purposes and differs from cost
     basis for federal income tax purposes by the amount of losses recognized
     for financial reporting in excess of federal income tax reporting of
     approximately $381. Cost for federal income tax purposes differs from value
     by net unrealized appreciation of securities as follows:

<S>                                                            <C>
            Unrealized appreciation .......................    $ 43,114         
            Unrealized depreciation .......................      (5,004)        
                                                               --------         
            Net unrealized appreciation ...................    $ 38,110         
                                                               ========         
                                                               
(b)  Represents non-income producing security.

ADR--American Depository Receipt

At June 30, 1995, the Portfolio's open futures contracts were as follows:

<CAPTION>
                                                                           CURRENT
                                                              OPENING       MARKET
    # OF                                                     POSITIONS      VALUE
 CONTRACTS                    CONTRACT TYPE                    (000)        (000)
 ---------    -------------------------------------------    ---------     -------
<S>           <C>                                             <C>           <C>   
    36        S & P 500 September .......................     $9,691        $9,849
</TABLE>


See notes to financial statements.

36

                                                                  


                                    B-288
<PAGE>   594
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS (86.7%):
Banks (3.3%):
   91,100    Keycorp ...............................................     $ 2,858
   40,000    NationsBank Corp. .....................................       2,145 
  300,000    U.S. Bancorp ..........................................       7,219
                                                                         -------
                                                                          12,222
                                                                         -------
Business Equipment & Services (3.0%):
  100,000    Dun & Bradstreet Corp. ................................       5,250
  200,000    WMX Technologies, Inc. ................................       5,675
                                                                         -------
                                                                          10,925
                                                                         -------
Chemicals--Petroleum & Inorganics (3.0%):
   85,000    Dow Chemical Co. ......................................       6,109 
  100,000    Imperial Chemical Industries-ADR ......................       4,875
                                                                         -------
                                                                          10,984
                                                                         -------
Chemicals--Specialty (1.5%):
  126,000    Betz Laboratories, Inc. ...............................       5,702
                                                                         -------
Computers--Main/Mini (1.6%):
  550,000    Unisys Corp.(b) .......................................       5,981
                                                                         -------
Computers--Micro (0.8%):
   62,500    Apple Computer, Inc. ..................................       2,902
                                                                         -------
Construction Materials (1.0%):
  100,000    Stanley Works .........................................       3,787
                                                                         -------
Defense (1.2%):
  121,200    Litton Industries, Inc.(b) ............................       4,469
                                                                         -------
Electrical Equipment (2.0%):
  500,000    Westinghouse Electric Corp. ...........................       7,313
                                                                         -------
Financial (1.2%):
  320,000    Horsham Corp. .........................................       4,320
                                                                         -------
Forest/Paper Products (3.0%):
  150,000    Louisiana-Pacific Corp. ...............................       3,937
   75,000    Temple-Inland, Inc. ...................................       3,572
   79,700    Weyerhaeuser Co. ......................................       3,756
                                                                         -------
                                                                          11,265
                                                                         -------
Gold/Precious Metals (1.7%):
  150,000    ASA Ltd. ..............................................       6,450
                                                                         -------
Health Care--Drugs (1.9%):
  175,000    Marion Merrell Dow ....................................       4,463
   64,300    UpJohn Co. ............................................       2,435
                                                                         -------
                                                                           6,898
                                                                         -------
Health Care--General (1.1%):
  130,000    Hillenbrand Industries ................................       4,046
                                                                         -------
Hospital Supply & Management (0.6%):
   67,000    U.S. Healthcare, Inc. .................................       2,052
                                                                         -------
Household--General Products (2.1%):
  150,000    American Greetings Corp., Class A .....................       4,406
  123,000    Rubbermaid ............................................       3,413
                                                                         -------
                                                                           7,819
                                                                         -------
Household--Major Appliances (2.4%):
  270,000    Singer Sew Co. ........................................       6,986
  150,000    Sunbeam Corp. .........................................       2,081
                                                                         -------
                                                                           9,067
                                                                         -------
Insurance--Life (2.0%):
  160,000    Kemper Corp. ..........................................       7,460
                                                                         -------
Insurance--Property/Casualty (1.0%):
   97,500    AON Corp. .............................................       3,632
                                                                         -------
Leisure Time Industries (1.5%):
  325,000    Brunswick Corp. .......................................       5,525
                                                                         -------
Mining (6.3%):
  291,700    Asarco, Inc. ..........................................       8,897
  371,000    Cyprus AMAX Minerals ..................................      10,573
   88,900    Newmont Mining Corp. ..................................       3,723
                                                                         -------
                                                                          23,193
                                                                         -------
Motor Vehicles (1.0%):
   75,000    Chrysler Corp. ........................................       3,591
                                                                         -------
Multiple Industry (3.5%):
  185,000    Corning, Inc. .........................................       6,059
  400,000    Hanson ................................................       7,050
                                                                         -------
                                                                          13,109
                                                                         -------
Petroleum--Domestic (14.4%):
  160,000    Ashland, Inc. .........................................       5,620
  100,000    Atlantic Richfield Co. ................................      10,975
  150,000    Murphy Oil Corp. ......................................       6,150
  200,000    Occidental Petroleum Corp. ............................       4,575
  125,000    Pennzoil Co. ..........................................       5,890
   42,300    Phillips Petroleum ....................................       1,412
  200,000    Sun Co., Inc. .........................................       5,475
  160,000    Tenneco, Inc. .........................................       7,360
  300,000    USX-Marathon Group, Inc. ..............................       5,925
                                                                         -------
                                                                          53,382
                                                                         -------
Petroleum--International (3.3%):
   50,000    Repsol S.A.-ADR .......................................       1,581
   60,000    Texaco, Inc. ..........................................       3,938
  350,000    YPF S.A.-Sponsored ADR ................................       6,606
                                                                         -------
                                                                          12,125
                                                                         -------
Publishing (2.2%):
  350,000    New York Times Co., Class A ...........................       8,225
                                                                         -------
Railroad (0.7%):
   50,000    Conrail, Inc. .........................................       2,781
                                                                         -------
</TABLE>


Continued
                                                                            37


 


                                    B-289
<PAGE>   595
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                      JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS (86.7%):
Retail--Food Stores (1.5%):
    200,000   American Stores Co. ................................      $  5,625
                                                                        --------
Retail--General Merchants (2.8%):
    150,000   Dillard Department Stores, Inc., Class A ...........         4,406
    400,000   K Mart Corp. .......................................         5,850
                                                                        --------
                                                                          10,256
                                                                        --------
Retail--Specialty (1.6%):
    200,000   Toys R Us, Inc.(b) .................................         5,850
                                                                        --------
Securities & Commissions Broker (1.4%):
    125,000   Salomon, Inc. ......................................         5,016
                                                                        --------
Steel (1.3%):
    200,000   Bethlehem Steel(b) .................................         3,250
     50,000   USX-U.S. Steel Group, Inc. .........................         1,719
                                                                        --------
                                                                           4,969
                                                                        --------
Tires/Rubber Production (2.1%):
    250,000   Cooper Tire & Rubber Co. ...........................         6,094
     37,600   Goodyear Tire & Rubber Co. .........................         1,551
                                                                        --------
                                                                           7,645
                                                                        --------
Tobacco (1.7%):
  1,000,000   RJR Preferred Series ...............................         6,125
                                                                        --------
Utilities--Electric (2.8%):
    100,000   American Electric Power, Inc. ......................         3,512
     75,000   Dominion Resources, Inc. of Virginia ...............         2,738
     50,000   Entergy Corp. ......................................         1,206
    122,200   Southern Co. .......................................         2,734
                                                                        --------
                                                                          10,190
                                                                        --------
Utilities--Gas/Pipeline (1.0%):
    226,600   ENSERCH Corp. ......................................         3,881
                                                                        --------
Utilities--Telephone (3.2%):
    150,000   AT&T ...............................................         7,969
    150,000   Pacific Telesis Group ..............................         4,013
                                                                        --------
                                                                          11,982
                                                                        --------
  Total Common Stocks                                                    320,764
                                                                        --------
U.S. TREASURY BILLS (0.1%):
   $430,000   9/21/95 ............................................           420
                                                                        --------
  Total U.S. Treasury Bills                                                  420
                                                                        --------
  Total Investments, at value                                            321,184
                                                                        --------
REPURCHASE AGREEMENTS (15.3%):
 56,533,000   Lehman Brothers, 6.10%, 7/3/95 
                (Collateralized by $57,475,000 various 
                U.S. Government Securities, 
                0.00%-8.38%, 10/12/95-4/19/05, 
                market value--$57,649 ............................        56,533
                                                                        --------
  Total Repurchase Agreements                                             56,533
                                                                        --------
  Total (Cost--$364,832)(a)                                             $377,717
                                                                        ========

<FN>
- ---------------
Percentages indicated are based on net assets of $369,717.
(a)  Represents cost for financial reporting purposes and differs from cost
     basis for federal income tax purposes by the amount of losses recognized
     for financial reporting in excess of federal income tax reporting of
     approximately $571. Cost for federal income tax purposes differs from value
     by net unrealized appreciation of securities as follows:

<S>                                                            <C>     
        Unrealized appreciation .............................  $ 16,416
        Unrealized depreciation .............................    (4,102)
                                                               --------
        Net unrealized appreciation .........................  $ 12,314
                                                               ========
        
(b)  Represents non-income producing security.

ADR--American Depository Receipt

At June 30, 1995, the Portfolio's open futures contracts were as follows:

<CAPTION>
                                                                        CURRENT
                                                         OPENING         MARKET
    # OF                                                POSITIONS        VALUE
  CONTRACTS           CONTRACT TYPE                       (000)          (000)
  ---------    ------------------------------------     ---------       -------
<S>            <C>                                       <C>            <C>    
     40        S & P 500 September ................      $10,976        $10,943
</TABLE>


See notes to financial statements.

38



                                    B-290
<PAGE>   596
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Blue Chip Equity Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                            SECURITY                            MARKET
  AMOUNT                           DESCRIPTION                            VALUE
- ---------     ----------------------------------------------------      --------
<S>           <C>                                                       <C>
COMMON STOCKS (99.1%):
Banks (7.9%):
  30,000   BankAmerica Corp. .....................................       $ 1,579
  25,000   J.P. Morgan & Co., Inc. ...............................         1,753
                                                                         -------
                                                                           3,332
                                                                         -------
Beverages (3.7%):
  35,000   PepsiCo., Inc. ........................................         1,597
                                                                         -------
Business Equipment & Services (7.1%):
  27,000   Dun & Bradstreet Corp. ................................         1,417
  57,000   WMX Technologies, Inc. ................................         1,617
                                                                         -------
                                                                           3,034
                                                                         -------
Capital Equipment (3.6%):
  30,000   Fluor Corp. ...........................................         1,560
                                                                         -------
Consumer Durables (3.5%):
  35,000   General Motors Corp., Class E .........................         1,522
                                                                         -------
Electrical Equipment (7.0%):
  22,500   Emerson Electric Co. ..................................         1,609
  25,000   General Electric Co.                                            1,409
                                                                         -------
                                                                           3,018
                                                                         -------
Electronic Components (7.9%):
  40,000   AMP, Inc. .............................................         1,690
  25,000   Motorola, Inc. ........................................         1,678
                                                                         -------
                                                                           3,368
                                                                         -------
Forest/Paper Products (3.8%):
  27,500   Kimberly Clark Corp. ..................................         1,647
                                                                         -------
Health Care--Drugs (7.9%):
  40,000   Merck & Co., Inc. .....................................         1,960
  15,000   Pfizer, Inc. ..........................................         1,386
                                                                         -------
                                                                           3,346
                                                                         -------
Household General Products (5.9%):
  20,000   Procter & Gamble Co. ..................................         1,438
  40,000   Rubbermaid, Inc. ......................................         1,110
                                                                         -------
                                                                           2,548
                                                                         -------
Insurance--Property/Casualty (2.7%):
  10,000   American International Group, Inc. ....................         1,140
                                                                         -------
Leisure Time Industry (3.2%):
  25,000   Walt Disney Co. .......................................         1,391
                                                                         -------
Metals & Mining (4.0%):
  60,000   Cyprus Amax Minerals ..................................         1,710
                                                                         -------
Motor Vehicles (3.3%):
  30,000   General Motors Corp. ..................................         1,406
                                                                         -------
Multiple Industry (3.3%):
  25,000   Minnesota Mining & Manufacturing Co. ..................         1,431
                                                                         -------
Petroleum--Domestic (3.8%):
  15,000   Atlantic Richfield Co. ................................         1,646
                                                                         -------
Petroleum--International (6.6%):
  20,000   Exxon Corp. ...........................................         1,412
  15,000   Mobil Corp. ...........................................         1,440
                                                                         -------
                                                                           2,852
                                                                         -------
Petroleum Services (3.6%):
  25,000   Schlumberger, Ltd. ....................................         1,553
                                                                         -------
Restaurants (4.1%):
  45,000   McDonald's Corp. ......................................         1,761
                                                                         -------
Retail General Merchandise (2.5%):
  40,000   Wal-Mart Stores, Inc. .................................         1,070
                                                                         -------
Utilities--Telephone (3.7%):
  30,000   AT&T ..................................................         1,594
                                                                         -------
  Total Common Stocks                                                     42,526
                                                                         -------
  Total Investments, at value                                             42,526
                                                                         -------
REPURCHASE AGREEMENTS (1.0%):
$426,000   Lehman Brothers, 6.15%, dated 6/30/95, 
             due 7/3/95 (Collateralized by 
             $320,000 U.S. Treasury Bonds, 11.88%,
             11/15/03, market value--$440) .......................           426
                                                                         -------
  Total Repurchase Agreements                                                426
                                                                         -------
  Total (Cost--$36,014)(a)                                               $42,952
                                                                         =======

<FN>
- -------------
Percentages indicated are based on net assets of $42,920.
(a)  Represents cost for federal income tax purposes and differs from unrealized
     appreciation of securities as follows:


<S>                                                               <C>    
         Unrealized appreciation ...............................  $ 7,577
         Unrealized depreciation ...............................     (639)
                                                                  -------
         Net unrealized appreciation ...........................  $ 6,938
                                                                  =======
</TABLE>


         
See notes to financial statements.
                                                                       39



                                    B-291
<PAGE>   597
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Growth Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>

SHARES OR
PRINCIPAL                                 SECURITY                                            MARKET
 AMOUNT                                  DESCRIPTION                                           VALUE
- --------  ---------------------------------------------------------------------------    -----------
<S>       <C>                                                                             <C> 
COMMON STOCKS (94.4%): 
Aerospace--Aircraft (1.4%):
  100,000 TRW, Inc. ..................................................................       $ 7,987
                                                                                             -------
Banks (4.0%):
  100,000 BankAmerica Corp. ..........................................................         5,263
  125,000 First Union Corp. ..........................................................         5,656
  100,000 J.P. Morgan & Co., Inc. ....................................................         7,013
  190,000 U.S. Bancorp ...............................................................         4,572
                                                                                             -------
                                                                                              22,504
                                                                                             -------
Beverages (1.0%):                                                                            
  125,000 PepsiCo., Inc. .............................................................         5,703
                                                                                             -------
Broadcasting (1.5%):                                                                         
  130,000 CBS, Inc. ..................................................................         8,710
                                                                                             -------
Business Equipment & Services (3.5%):                                                        
  190,000 Browning Ferris Industries, Inc. ...........................................         6,864
  140,000 Dun & Bradstreet Corp. .....................................................         7,350
  240,000 Ryder Systems, Inc. ........................................................         5,730
                                                                                             -------
                                                                                              19,944
                                                                                             -------
Capital Equipment (3.3%):                                                                    
  180,000 Fluor Corp. ................................................................         9,360
   90,800 Illinois Tool Works, Inc. ..................................................         4,994
  120,000 Ingersoll Rand Co. .........................................................         4,590
                                                                                             -------
                                                                                              18,944
                                                                                             -------
Chemicals--Petroleum & Inorganics (1.7%):                                                    
  135,000 Dow Chemical Co. ...........................................................         9,703
                                                                                             -------
Chemicals--Specialty (5.5%):                                                                 
  175,000 Air Products & Chemicals, Inc. .............................................         9,756
  200,000 Lubrizol Corp. .............................................................         7,075
  215,000 Nalco Chemical .............................................................         7,821
  290,000 Pall Corp. .................................................................         6,453
                                                                                             -------
                                                                                              31,105
                                                                                             -------
Computer--Main/Mini (2.8%):                                                                  
   90,000 Hewlett Packard Co. .........................................................        6,705
   95,000 International Business Machines Corp. .......................................        9,120
                                                                                             -------
                                                                                              15,825
                                                                                             -------
Cosmetic/Toiletry (1.1%):
  120,000 International Flavors & Fragrances, Inc. ...................................         5,970
                                                                                             -------
Electrical Equipment (1.6%):
  125,000 Emerson Electric Co. .......................................................         8,938
                                                                                             -------
Electronic Component (6.8%):
  255,000 AMP, Inc. ..................................................................        10,774
  150,000 Motorola, Inc. .............................................................        10,069
   75,000 Texas Instruments, Inc. ....................................................        10,040
  150,000 Avnet, Inc. ................................................................         7,256
                                                                                             -------
                                                                                              38,139
                                                                                             -------
Food & Related (4.3%):
  350,000 Archer Daniels Midland Co. .................................................        $6,519
   90,000 CPC International, Inc. ....................................................         5,558
  105,000 Hershey Foods Corp. ........................................................         5,801
  150,000 Pioneer Hi-Bred International, Inc. ........................................         6,300
                                                                                             -------
                                                                                              24,178
                                                                                             -------
Forest/Paper Products (3.6%):
   90,000 Consolidated Papers, Inc. ..................................................         5,186
   95,000 International Paper Co. ....................................................         8,146
  120,000 Kimberly Clark Corp. .......................................................         7,185
                                                                                             -------
                                                                                              20,517
                                                                                             -------
Furniture/Furnishings (1.7%):
  350,000 Masco Corp. ................................................................         9,450
                                                                                             -------
Health Care--Drugs (5.2%):
  250,000 Abbott Laboratories ........................................................        10,125
  240,000 Alza Corp., Class A (b) ....................................................         5,610
  130,000 Elan Corp., PLC ADR (b) ....................................................         5,298
  170,000 Merck & Co., Inc. ..........................................................         8,330
                                                                                             -------
                                                                                              29,363
                                                                                             -------
Health Care--General (1.6%):
  130,000 Johnson & Johnson ..........................................................         8,791
                                                                                             -------
Hospital Supply & Management (2.2%)
  245,000 Bard C.R., Inc. ............................................................         7,350
   65,000 Medtronic, Inc. ............................................................         5,013
                                                                                             -------
                                                                                              12,363
                                                                                             -------
Household--General Products (2.3%):
  100,000 Procter & Gamble Co. .......................................................         7,187
  200,000 Rubbermaid, Inc. ...........................................................         5,550
                                                                                             -------
                                                                                              12,737
                                                                                             -------
Insurance--Property/Casualty (3.1%):
   90,000 American International Group, Inc. .........................................        10,260
  150,000 St. Paul Cos., Inc. ........................................................         7,388
                                                                                             -------
                                                                                              17,648

Leisure Time Industries (0.9%):
   90,000 Walt Disney Co. ............................................................         5,006
                                                                                             -------
Mining (1.6%):
  310,000 Cyprus Amax Minerals .......................................................         8,835
                                                                                             -------
Motor Vehicles (1.2%):
  235,000 Ford Motor Co. .............................................................         6,991
                                                                                             -------
Motor Vehicle Parts (1.3%):
  210,000 Echlin, Inc. ...............................................................         7,297
                                                                                             -------
Multiple Industry (3.3%):
  270,000 Corning, Inc. ..............................................................         8,842
</TABLE>

Continued

40


                                    B-292
<PAGE>   598
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Large Company Growth Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                       SECURITY                                    MARKET
  AMOUNT                                      DESCRIPTION                                    VALUE
  ------        ----------------------------------------------------------------------       -----
<S>       <C>                                                                               <C> 
COMMON STOCKS, CONTINUED
Multiple Industry, continued:
 175,000  Minnesota Mining & Manufacturing Co                                             $ 10,019
                                                                                          --------
                                                                                            18,861
                                                                                          --------
Petroleum--Domestic (3.6%):
  140,000 Amerada Hess Corp. .........................................................       6,843
  110,000 Kerr McGee Corp. ...........................................................       5,898
  275,000 UNOCAL Corp. ...............................................................       7,597
                                                                                          --------
                                                                                            20,338
                                                                                          --------
Petroleum--International (2.4%):
  150,000 Chevron Corp. ..............................................................       6,994
   70,000 Mobil Corp. ................................................................       6,720
                                                                                          --------
                                                                                            13,714
                                                                                          --------
Petroleum--Services (3.0%):
  180,000 Halliburton Co. ............................................................       6,435
  167,700 Schlumberger, Ltd. .........................................................      10,418
                                                                                          --------
                                                                                            16,853
                                                                                          --------
Photo Equipment (1.0%):
   90,000 Eastman Kodak Co. ..........................................................       5,456
                                                                                          --------

Publishing (3.4%):
  200,000 Gannett, Inc. ..............................................................      10,850
  110,000 McGraw-Hill Cos., Inc. .....................................................       8,346
                                                                                          --------
                                                                                            19,196
                                                                                          --------
Railroad (2.5%):
  100,000 Norfolk Southern Corp. .....................................................       6,738
  135,000 Union Pacific Corp. ........................................................       7,476
                                                                                          --------
                                                                                            14,214
                                                                                          --------
Restaurants (1.2%):
  180,000 McDonald's Corp. ...........................................................       7,042
                                                                                          --------
Retail--Food Stores (1.3%):
  150,000 Walgreen Co. ...............................................................       7,519
                                                                                          --------
Retail--General Merchant (1.2%):
  260,000 Wal-Mart Stores, Inc. ......................................................    $  6,955
                                                                                          --------
Retail--Specialty (1.4%):
  265,000 Toys R Us (b)...............................................................       7,751
                                                                                          --------
Securities & Commissions Broker (1.1%):
   80,000 Marsh & McLennan Cos., Inc. ................................................       6,490
                                                                                          --------
Timeshare & Software (2.2%):
  110,000 Automatic Data Processing, Inc. ............................................       6,916
  130,000 General Motors Corp., Class E ..............................................       5,655
                                                                                          --------
                                                                                            12,571
                                                                                          --------
Utilities--Gas/Pipeline (0.7%):
  100,000 Consolidated Natural Gas Co. ...............................................       3,775
                                                                                          --------
Utilities--Telephone (2.9%):
  160,000 AT&T .......................................................................       8,500
  175,000 GTE Corp. ..................................................................       5,972
   50,000 Nynex Corp. ................................................................       2,013
                                                                                          --------
                                                                                            16,485
                                                                                          --------
Total Common Stocks ..................................................................     533,868
                                                                                          --------
Total Investments, at value ..........................................................     533,868
                                                                                          --------
REPURCHASE AGREEMENTS (5.5%):
$ 31,322,000 Lehman Brothers, 6.15%, dated
               6/30/95, due 7/3/95 (Collateralized
               by $31,075,000 U.S. Treasury Notes,
               6.63%, 3/31/97, market
               value--31,970) ........................................................      31,322
                                                                                          --------
Total Repurchase Agreements                                                                 31,322
                                                                                          --------
Total (Cost--$491,144)(a)                                                                 $565,190
                                                                                          ========
<FN>
- -------------
Percentages indicated are based on net assets of $565,941.

(a)  Represents cost for financial reporting purposes and differs from cost
     basis for federal income tax purposes by the amount of losses recognized
     for financial reporting in excess of federal income tax reporting of
     approximately $90. Cost for federal income tax purposes differs from value
     by net unrealized appreciation of securities as follows:

           Unrealized appreciation .......................... $79,316
           Unrealized depreciation ..........................  (5,360)
                                                              -------
           Net unrealized appreciation ...................... $73,956
                                                              =======

(b)  Represents non-income producing security.

ADR--American Depository Receipt
</TABLE>


See notes to financial statements.
                                                                              41


                                    B-293
<PAGE>   599
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Disciplined Value Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS,                                JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
 SHARES OR
 PRINCIPAL                                      SECURITY                                      MARKET
   AMOUNT                                     DESCRIPTION                                      VALUE
   ------   --------------------------------------------------------------------------         -----
<S>         <C>                                                                             <C>     
COMMON STOCKS (91.5%):
Aircraft (0.9%):
   57,000  United Technologies Corp. .................................................      $  4,453
                                                                                            --------
Air Transport (0.9%):
   60,000 British Airways PLC ........................................................         4,035
                                                                                            --------
Apparel (2.2%):
  310,000  Liz Claiborne, Inc. .......................................................         6,587
   70,000  V F Corp. .................................................................         3,762
                                                                                            --------
                                                                                              10,349
                                                                                            --------
Banks (4.2%):
   77,500  Central Fidelity Banks ....................................................         2,364
  120,000  First Union Corp. .........................................................         5,430
  190,000  Keycorp ...................................................................         5,961
  195,000  NBD Bancorp, Inc. .........................................................         6,240
                                                                                            --------
                                                                                              19,995
                                                                                            --------
Beverages (2.6%):
    25,250  Coors Adolph Co., Class B ................................................         4,503
   225,000  Seagram Co., Ltd. ........................................................         7,791
                                                                                            --------
                                                                                              12,294
                                                                                            --------
Business Equipment & Services (2.2%):
    60,000  Browning Ferris Industries, Inc. .........................................         2,168
    60,000  Flight Safety International ..............................................         2,925
   200,000  Kelly Service ............................................................         5,150
                                                                                            --------
                                                                                              10,243
                                                                                            --------
Chemicals--Petroleum & Inorganic (2.1%):
   100,000  Olin Corp. ...............................................................         5,150
   150,000  Shanghai Petrochemical: Integrated Petroleum .............................         4,706
                                                                                            --------
                                                                                               9,856
                                                                                            --------
Chemicals--Specialty (1.0%):
   170,000  Wellman, Inc. ............................................................         4,654
                                                                                            --------
Communications Equipment (1.1%):
   100,000  Harris Corp., Delaware ...................................................         5,163
                                                                                            --------
Computers--Micro (1.1%):
   110,000  Apple Computer, Inc. .....................................................         5,108
                                                                                            --------
Containers (1.1%):
   150,000  Ball Corp. ...............................................................         5,231
                                                                                            --------
Cosmetics/Toiletry (0.8%):
   135,000  Helene Curtis Industries, Inc., ..........................................         3,848
                                                                                            --------

Defense (2.0%):
    85,000  Loral Corp. ..............................................................         4,399
    30,000  Raytheon Co. .............................................................         2,329
    60,000  Rockwell International Corp. .............................................         2,745
                                                                                            --------
                                                                                               9,473
                                                                                            --------
Electrical Equipment (0.7%):
    60,000 Johnson Controls, Inc. ....................................................         3,390
                                                                                            --------

Electronic Components (1.8%):
    90,000 Avnet, Inc. ...............................................................         4,354
   210,000 Dallas Semiconductors Co. .................................................         4,305
                                                                                            --------
                                                                                               8,659
                                                                                            --------
Food & Related (0.3%):
    70,000 International Multifoods Corp. ............................................         1,575
                                                                                            --------

Forest/Paper Products (5.3%):
    60,000 International Paper Co. ...................................................         5,145
   100,000 Pentair, Inc. .............................................................         4,350
   140,000 Rayonier, Inc. ............................................................         4,970
   100,000 Temple-Inland, Inc. .......................................................         4,762
   100,000 Union Camp Corp. ..........................................................         5,787
                                                                                            --------
                                                                                              25,014
                                                                                            --------
Health Care--Drugs (2.8%):
    70,000 Baxter International, Inc. ................................................         2,546
   250,000 Marion Merrell Dow ........................................................         6,375
   120,000 UpJohn Co. ................................................................         4,545
                                                                                            --------
                                                                                              13,466
                                                                                            --------
Health Care--General (2.5%):
    50,000 Becton Dickinson & Co. ....................................................         2,913
   165,000 Bergen Brunswick Corp. ....................................................         3,774
   225,000 Emphesys Financial Group ..................................................         5,316
                                                                                            --------
                                                                                              12,003
                                                                                            --------
Hospital Supply & Management (2.4%):
   500,000 Community Psychiatric Centers .............................................         5,625
   276,100 United Wisconsin Services .................................................         5,522
                                                                                            --------
                                                                                              11,147
                                                                                            --------
Household--Major Appliances (1.1%):
   150,000 Briggs & Stratton Corp. ...................................................         5,175
                                                                                            --------

Insurance--Life (2.5%):
   120,000 Jefferson Pilot Corp. .....................................................         6,570
   160,000 Ohio Casualty Corp. .......................................................         5,040
                                                                                            --------
                                                                                              11,610
                                                                                            --------
Insurance--Property/Casualty (4.8%):
   105,000 Ace Limited ...............................................................         3,045
    10,000 Berkshire Hathaway, Inc.(b) ...............................................           235
    65,000 CIGNA Corp. ...............................................................         5,046
    40,000 MBIA, Inc. ................................................................         2,660
   160,000 Partnerre Holdings Ltd. ...................................................         4,180
   100,000 St. Paul Cos., Inc. .......................................................         4,925
    40,000 Transatlantic Holding, Inc. ...............................................         2,600
                                                                                            --------
                                                                                              22,691
                                                                                            --------
</TABLE> 
Continued


42                         


                                    B-294
<PAGE>   600
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Disciplined Value Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

Disciplined Value Fund
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                       SECURITY                                      MARKET
  AMOUNT                                      DESCRIPTION                                      VALUE
  ------        ----------------------------------------------------------------------         -----
<S>             <C>                                                                         <C>     
COMMON STOCKS, CONTINUED
Metals & Mining (2.9%):
   160,000 Asarco, Inc. ..............................................................       $ 4,880
   320,000 Kloff Gold Mines ..........................................................         3,480
    90,000 Phelps Dodge Corp. ........................................................         5,310
                                                                                            --------
                                                                                              13,670
                                                                                            --------
Multiple Industry (2.9%):
   220,000 American Financial Group ..................................................         5,720
   270,000 Hanson PLC ................................................................         4,759
   235,000 U.S. Industries, Inc. .....................................................         3,202
                                                                                            --------
                                                                                              13,681
                                                                                            --------
Non-Residual Construction (1.0%):
   205,000 Granite Construction, Inc. ................................................         4,561
                                                                                            --------

Petroleum--Domestic (3.1%):
   150,000 Ashland, Inc. .............................................................         5,269
   110,000 Murphy Oil Corp. ..........................................................         4,510
   185,000 Sun Co., Inc. .............................................................         5,064
                                                                                            --------
                                                                                              14,843
                                                                                            --------
Petroleum--International (4.2%):
   110,000 Exxon Corp. ...............................................................         7,769
   210,000 Repsol S.A.-ADR ...........................................................         6,641
   180,000 Total S.A.-ADR ............................................................         5,445
                                                                                            --------
                                                                                              19,855
                                                                                            --------
Publishing (2.2%):
    80,000 Knight-Rider, Inc. ........................................................         4,550
   240,000 New York Times Co., Class A ...............................................         5,640
                                                                                            --------
                                                                                              10,190
                                                                                            --------
Railroad (1.5%):
   125,000 Conrail, Inc. .............................................................         6,953
                                                                                            --------

Retail--Food Stores (1.2%):
   500,000 Brunos Inc. ...............................................................         5,812
                                                                                            --------

Retail--General Merchandise (0.6%):
   200,000 TJX Cos., Inc. ............................................................         2,650
                                                                                            --------

Retail--Specialty (4.4%):
   300,000 Charming Shoppes, Inc. ....................................................         1,575
   700,000 Hechinger Co., Class A ....................................................         5,031
   260,000 Ross Stores ...............................................................         3,055
   300,000 Smith Food & Drug .........................................................         5,925
   105,000 Tandy Corp. ...............................................................         5,447
                                                                                            --------
                                                                                              21,033
                                                                                            --------
Savings & Loans (0.4%):
    68,900 ONBANCorp, Inc. ...........................................................      $  1,955
                                                                                            --------
Textile (0.8%):
   105,000 Spring Industries, Inc., Class A ..........................................         3,911
                                                                                            --------
Tobacco (0.9%):
   110,000 American Brands, Inc. .....................................................         4,373
                                                                                            --------
Trucking (1.2%):
   125,000 Roadway Services, Inc.(b) .................................................         5,906
                                                                                            --------
Utilities--Electric (12.1%):
   200,000 Central & South West Corp. ................................................         5,250
   150,000 Consolidated Edison Co., Inc. .............................................         4,425
   200,000 Florida Progress Corp. ....................................................         6,250
   150,000 General Public Utilities Corp. ............................................         4,462
   100,400 LG&E Energy Corp. .........................................................         3,916
   186,100 New York State Electric & Gas .............................................         4,350
   142,400 Northern States Power Co. .................................................         6,568
   160,000 Oklahoma Gas & Electric ...................................................         5,620
   200,000 SCE Corp. .................................................................         3,425
   170,000 Union Electric Co. ........................................................         6,332
   235,000 Wisconsin Energy Corp. ....................................................         6,580
                                                                                            --------
                                                                                              57,178
                                                                                            --------
Utilities--Telephone (5.7%):
    90,000 Ameritech Corp. ...........................................................         3,960
    70,000 Bellsouth Corp. ...........................................................         4,445
   150,000 Southern New England Telecommunications ...................................         5,288
   150,000 Tele Danmark A/S-ADR ......................................................         4,200
   120,000 Telefonica de Espana ......................................................         4,650
   155,000 Telefonos de Mexico--CL-L ADR .............................................         4,592
                                                                                            --------
                                                                                              27,135
                                                                                            --------
Total Common Stocks ..................................................................       433,138
                                                                                            --------
Total Investments, at value ..........................................................       433,138
                                                                                            --------
REPURCHASE AGREEMENTS (7.7%):
$36,243,000 Lehman Brothers, 6.10%, dated
              6/30/95, due 7/3/95 (Collateralized
              by $38,395,000 various 
              Federal National Mortgage Assoc., 0.00%,
              1/22/96-3/1/96, market
              value--$36,968).........................................................        36,243
                                                                                            --------
Total Repurchase Agreements ..........................................................        36,243
                                                                                            --------
Total (Cost--$441,020)(a) ............................................................      $469,381
                                                                                            ========

<FN>
- --------------

Percentages indicated are based on net assets of $473,312.

(a)  Represents cost for financial reporting purposes and differs from
     cost basis for federal income tax purposes by the amount of losses
     recognized for financial reporting in excess of federal income tax
     reporting of approximately $72. Cost for federal income tax purposes
     differs from value by net unrealized appreciation of securities as
     follows:

           Unrealized appreciation ......................... $37,097
           Unrealized depreciation ........................   (8,808)
                                                             -------
           Net unrealized appreciation ....................  $28,289
                                                             =======
(b) Represents non-income producing security.
</TABLE>

See notes to financial statements.
                                                                              43


                                    B-295
<PAGE>   601

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS,  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                       SECURITY                                   MARKET
  AMOUNT                                      DESCRIPTION                                   VALUE
- ----------    ------------------------------------------------------------------         --------
<S>           <C>                                                                       <C>     

COMMON STOCK (95.3%):
Air Transport (0.3%):
   114,400  American West(b) ...................................................           $1,387
                                                                                         --------

Aluminum (0.7%):
   100,000  Alumax, Inc.(b) ....................................................            3,113
                                                                                         --------

Apparel (2.1%):
   100,000  Jones Apparel Group(b) .............................................            2,987
   105,000  Nautica Enterprises, Inc.(b) .......................................            3,806
    80,000  Tommy Hilfiger(b) ..................................................            2,240
                                                                                         --------
                                                                                            9,033
                                                                                         --------
Banks (4.1%):
   30,000   Amsouth Bancorp ....................................................              979
   60,000   BayBanks, Inc. .....................................................            4,755
   35,000   First American Corp. -- Tennessee ..................................            1,256
   30,000   First Commerce Corp. ...............................................              885
   10,000   First Tennessee National Corp. .....................................              464
   60,000   Integra Financial Corp. ............................................            2,918
   50,000   Midatlantic Corp., Inc. ............................................            2,000
   30,000   Southtrust Corp.(b) ................................................              694
   20,000   UJB Financial Corp. ................................................              607
   30,000   Union Planters Corp. ...............................................              802
  100,000   Washington Mutual, Inc. ............................................            2,344
                                                                                          --------
                                                                                           17,704
                                                                                          --------
Beverages (0.8%):
   75,000   Canadiagua Wine(b) .................................................            3,356
                                                                                          --------

Business Equipment & Services (4.0%):
  132,000   Barefoot, Inc. .....................................................            1,831
   50,000   Cintas Corp. .......................................................            1,775
   80,000   Franklin Quest(b) ..................................................            1,920
   30,000   Olsten Corp. .......................................................              982
  190,200   Pyxis Corp.(b) .....................................................            4,303
   80,000   Service Corp., Inc. ................................................            2,530
  100,000   United Waste Systems, Inc.(b) ......................................            3,600
                                                                                          --------
                                                                                            16,941
                                                                                          --------
Capital Equipment (4.7%):
   49,500   Diebold, Inc. ......................................................             2,153
  222,000   Gasonics International(b) ..........................................             6,327
   99,800   Giddings & Lewis, Inc. .............................................             1,784
  160,000   Harnischfeger Industries, Inc. .....................................             5,540
   53,000   Teleflex, Inc. .....................................................             2,279
   70,000   Wabash National Corp. ..............................................             2,179
                                                                                          --------
                                                                                            20,262
                                                                                          --------
Chemical--Petroleum & Inorganic (0.0%):
    5,800   Schulman, Inc. .....................................................               167
                                                                                          --------

Chemical--Specialty (1.2%):
   90,400   Air Gas Industry(b) ................................................             2,430
   50,000   Minerals Technologies, Inc. ........................................             1,800
   91,000   Uniroyal Chemical(b) ...............................................             1,035
                                                                                          --------
                                                                                             5,265
                                                                                          --------
Coal (0.4%):
   70,000   Pittston Co. .......................................................             1,680
                                                                                          --------

Communications Equipment (0.9%):
   60,000   Antec Corp.(b) .....................................................               990
   55,000   StrataCom, Inc.(b) .................................................             2,681
                                                                                          --------
                                                                                             3,671
                                                                                          --------
Computers--Peripherals (7.2%):
  120,000   American Power(b) ..................................................             2,745
   90,000   Cadence Designs(b) .................................................             2,914
    5,000   Chipcom Corp.(b) ...................................................               119
  130,000   Danka Business Systems ADR .........................................             3,144
  140,700   Global Village Communication(b) ....................................             2,198
   21,200   Informix Corp.(b) ..................................................               538
  130,000   Keane, Inc.(b) .....................................................             3,234
   30,000   Landmark Graphics(b) ...............................................               765
   20,000   Parametric Technology(b) ...........................................               995
  150,500   Quantum Corp.(b) ...................................................             3,443
   54,500   Read-Rite Corp.(b) .................................................             1,458
  140,000   Softkey International(b) ...........................................             4,462
   40,000   Sterling Software(b) ...............................................             1,540
   50,000   Synopsis, Inc.(b) ..................................................             3,131
    5,000   System Software Assoc., Inc. .......................................               100
                                                                                          --------
                                                                                            30,786
                                                                                          --------
Construction Materials (0.7%):
   34,200   Crane Co. ..........................................................             1,240
   70,000   Fastenal Corp. .....................................................             1,912
                                                                                          --------
                                                                                             3,152
                                                                                          --------
Consumer Electronics (0.9%):
   90,500   Harman International ...............................................             3,665
                                                                                          --------
Cosmetic Toiletry (0.4%):
   50,000   Alberto Culver Co. .................................................             1,513
                                                                                          --------
Electrical Equipment (1.0%):
   83,500   Federal Signal Corp. ...............................................             1,806
   61,920   Mark IV ............................................................             1,331
   60,000   Whittaker Corp.(b) .................................................             1,320
                                                                                          --------
                                                                                             4,457
                                                                                          --------
Electronic Components (11.8%):
   50,000   Altera Corp.(b) ....................................................             2,162
   60,000   Amphenol Corp(b) ...................................................             1,748
  125,000   Analog Devices, Inc.(b) ............................................             4,250
   74,000   Applied Materials, Inc.(b) .........................................             6,410
   53,700   Cabletron Systems(b) ...............................................             2,860
   66,500   Cypress Semiconductors(b) ..........................................             2,693
  159,700   FSI International, Inc.(b) .........................................             3,724
</TABLE>

Continued

44


                                    B-296
<PAGE>   602

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)


<TABLE>
<CAPTION>
SHARES OR                                                           
PRINCIPAL                          SECURITY                              MARKET
  AMOUNT                           DESCRIPTION                            VALUE
  ------      -------------------------------------------------------    ------
<S>          <C>                                                         <C>
COMMON STOCK, CONTINUED:
Electronic Components, continued:
    225,000   Genus, Inc.(b)..........................................  $ 3,051
     70,000   Komag, Inc.(b)..........................................    3,640
    180,000   Lattice Semiconductor Corp.(b) .........................    6,188
     80,000   Micro Chip Technology(b) ...............................    2,910 
    150,000   National Semiconductor Corp.(b) ........................    4,163
     10,500   Nexgen(b)...............................................      248
      5,000   Paradigm Technology, Inc.(b) ...........................       70
     10,000   Store Media(b)..........................................      315
     90,800   VLSI Technology, Inc.(b) ...............................    2,735
     15,000   Xilinx, Inc.(b).........................................    1,410
     35,000   Zilog, Inc.(b)..........................................    1,746
                                                                       --------
                                                                         50,323
                                                                       --------
Electronic Instruments (4.9%):
       900   Asyst Technologies, Inc.(b) .............................       33
    28,000   KLA Instruments Corp.(b) ................................    2,163
   145,500   LTX Corp.................................................    1,291
   110,000   Silicon Valley Group, Inc.(b) ...........................    3,988
    65,000   Tektronix, Inc...........................................    3,201
    75,000   Teradyne, Inc.(b)........................................    4,903
   155,000   Ultratech Stepper, Inc.(b) ..............................    5,463
                                                                       --------
                                                                         21,042
                                                                       --------
Finance Companies (3.2%):
   127,000   Aames Financial Corp. ...................................    2,302
    50,000   Advanta Corp.............................................    1,888
    75,000   Capital One Financial Corp. .............................    1,463
   159,300   Olympic Financial Ltd.(b) ...............................    2,658
    20,000   Regional Acceptance Corp.(b) ............................      355
    59,000   Robert Half International, Inc.(b) ......................    1,512
   100,000   The Money Store, Inc. ...................................    3,581
                                                                       --------
                                                                         13,759
                                                                       --------
Food & Related (0.8%):
   100,000   General Nutrition Co.(b) ...............................     3,513
                                                                       --------

Forest/Paper Products (2.6%):
     80,000  Bowater, Inc............................................     3,590
     55,000  Chesapeake Corp.........................................     1,712
     70,000  Federal Paper Board, Inc. ..............................     2,476
     60,000  Rayonier, Inc...........................................     2,130
     30,000  Sealed Air Corp.(b).....................................     1,320
                                                                       --------
                                                                         11,228
                                                                       --------
Gold/Precious Metals (0.5%):
     45,300  ASA Ltd................................................      1,947
                                                                       --------

Health Care--Drugs (6.3%):
     91,000  Cardinal Health, Inc....................................     4,300
    150,000  Elan Corp. ADS(b).......................................     6,113
     56,500  Forest Laboratories(b)..................................     2,507
     55,150  Genzyme Corp............................................     2,206
     57,500  Mycogen Corp.(b)........................................       474
    130,000  Sunrise Medical, Inc.(b) ...............................     4,046
    105,000  Teva Pharmaceutical.....................................     3,937
     80,000  Watson Pharmaceutical(b) ...............................     3,120
                                                                       --------
                                                                         26,703
                                                                       --------
Health Care--General (1.8%):
     54,000  Amerisource(b)..........................................     1,232
     65,700  APPS Dental(b)..........................................       750
     70,000  Horizon Health(b).......................................     1,251
      2,500  Sun Healthcare(b).......................................        39
    100,000  Value Health, Inc.(b)...................................     3,225
     60,000  Ventritex, Inc.(b)......................................     1,013
                                                                       --------
                                                                          7,510
                                                                       --------
Homebuilding, Mobil Homes (0.8%):
     85,000  Oakwood Homes...........................................     2,178
     50,000  Webb Corp...............................................     1,163
                                                                       --------
                                                                          3,341
                                                                       --------
Hospital Supply & Management (2.4%):
     45,000  HBO & Co.(b)............................................     2,453
     60,000  Health Management Assoc., Inc.(b) ......................     1,755
     60,000  Healthcare Compare Corp.(b) ............................     1,800
     40,000  Healthcare & Retirement(b) .............................     1,170
      5,300  Medaphis Corp.(b).......................................       115
     60,000  Mid Atlantic Medical Services(b) .......................     1,110
    145,100  Physicians Resource Group, Inc.(b) .....................     1,941
                                                                       --------
                                                                         10,344
                                                                       --------
Hotels & Gaming (0.5%):
     65,000  Hospitality Franchise Systems(b) .......................     2,251
                                                                       --------

Household--Major Appliances (0.1%):
     30,000  Juno Lighting, Inc......................................       480
                                                                       --------

Insurance--Life (0.4%):
     15,000  Equitable of Iowa.......................................       493
     40,000  Protective Life Corp....................................     1,090
                                                                       --------
                                                                          1,583
                                                                       --------
Insurance--Property/Casualty (2.4%):
     60,000  Allied Group, Inc.......................................     1,710
     70,000  MGIC Investment Corp....................................     3,281
     70,000  Mid Ocean Ltd...........................................     2,214
     90,000  Midland Financial.......................................     1,665
     29,300  PMI Group, Inc..........................................     1,271
                                                                       -------- 
                                                                         10,141
                                                                       --------
Leisure Time Industries (1.2%):
    100,000  Loewen Group, Inc.......................................     3,563
     40,000  Stewart Enterprises.....................................     1,340
                                                                       --------
                                                                          4,903
                                                                       --------

</TABLE>

Continued

                                                                             45



                                    B-297
<PAGE>   603
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)


<TABLE>
<CAPTION>
SHARES OR                                                           
PRINCIPAL                       SECURITY                                 MARKET
 AMOUNT                       DESCRIPTION                                 VALUE
 ------        ---------------------------------------------------        -----

<S>           <C>                                                        <C>
COMMON STOCK, CONTINUED:
Mining (0.6%):
       90,500  Asarco, Inc.........................................    $  2,760
                                                                       --------

Motor Vehicle Parts (2.0%):
      109,600  Allen Group..........................................      3,247
      118,800  Copart, Inc.(b)......................................      2,703
        9,100  Exide Corp...........................................        391
       10,000  Gentex Corp.(b)......................................        198
       83,500  Titan Wheel International, Inc. .....................      2,150
                                                                       --------
                                                                          8,689
                                                                       --------
Motor Vehicles (0.5%):
      200,000  AmeriCredit Corp.(b).................................      2,225
                                                                       --------


Multiple Industry (2.2%):
       15,400  ACT Networks, Inc.(b).................................       266
       56,000  American Radio(b).....................................     1,274
        2,000  HNC Software(b).......................................        42
      144,400  Mobil Media(b)........................................     2,960
      100,000  Numerex Corp..........................................     1,125
       15,500  Oak Technologies(b)...................................       570
      116,800  Studio Plus Hotels, Inc. .............................     1,956
       60,000  Whitman Corp..........................................     1,163
                                                                       --------
                                                                          9,356
                                                                       --------
Non-Residential Construction (0.4%):
       89,900  CDI Co.p.(b) .........................................     1,843
                                                                       --------
Petroleum--Domestic (2.6%):
      115,000  Apache Corp...........................................     3,148
      100,100  Noble Affiliates, Inc.................................     2,552
       50,000  Quaker State Corp.      ..............................       750
      200,000  Union Texas Petroleum Holdings .......................     4,225
       20,000  Valero Energy.........................................       405
                                                                       --------
                                                                         11,080
                                                                       --------

Petroleum--Services (1.3%):
      109,000  NL Industries, Inc.(b)................................     1,458
      128,200  Seitel, Inc.(b).......................................     3,974
                                                                       --------
                                                                          5,432
                                                                       --------
Photography Equipment (0.2%):
       49,100  X-Rite, Inc...........................................       908
                                                                       --------

Publishing (0.9%):
       90,900  Meredith Corp.........................................     2,306
       29,000  Scholastic Corp.(b)...................................     1,573
                                                                       --------
                                                                          3,879
                                                                       --------
Restaurants (2.3%):
      161,700  Apple South...........................................     3,153
      150,600  Bob Evans Farms, Inc..................................     3,068
       99,000  Lone Star Restaurants(b) .............................     3,001
       15,200  Starbucks Corp.(b)....................................       541
                                                                       --------
                                                                          9,763
                                                                       --------
Retail--Food Stores (0.7%):
      100,000  Eckerd Corp.(b).......................................     3,200
                                                                       --------


Retail--Specialty Stores (5.0%):
       40,000  Bed & Bath & Beyond(b)................................       970
      300,000  Borders Group, Inc.(b)................................     4,312
      173,600  Global Directmail Corp.(b) ...........................     3,429
       40,000  Gymboree Corp.(b).....................................     1,162
       30,300  Just For Feet, Inc....................................     1,208
       15,000  Michael's Stores(b)...................................       319
      140,000  Officemax, Inc.(b)....................................     3,903
       36,000  Revco D.S., Inc.(b)...................................       864
       65,000  Sunglass Hut Intl., Inc.(b) ..........................     2,275
       90,000  Tiffany & Co..........................................     3,060
                                                                       --------
                                                                         21,502
                                                                       --------
Savings & Loans (1.7%):
       20,000  Astoria Financial Corp.(b) ...........................       715
       25,000  California Federal Bank(b) ...........................       328
       40,000  Commercial Federal Corp.(b) ..........................     1,090
       25,000  FirstFed Michigan Corp. ..............................       700
       30,500  First Financial Corp. Wisconsin ......................       534
       80,000  Great Western Financial Corp. ........................     1,650
       65,500  Standard Federal Bancorp .............................     2,202
                                                                       --------
                                                                          7,219
                                                                       --------
Securities & Commercial Brokers (1.6%):
       60,000  First USA, Inc........................................     2,663
       60,000  Insurance Auto Auctions, Inc.(b) .....................     1,755
       67,000  Mutual Risk Management, Ltd. .........................     2,245
                                                                       --------
                                                                          6,663
                                                                       --------
Textile (0.5%):
      100,000  G & K Services........................................     1,950
                                                                       --------

Timeshare & Software (0.9%):
       70,000  Fiserv, Inc.(b).......................................     1,969
       64,400  Uunet Technologies, Inc.(b) ..........................     1,771
                                                                       --------
                                                                          3,740
                                                                       --------
Trucking (0.8%):
       80,000  American Freightways Corp.(b) ........................     1,640
       90,000  TNT Freightways Corp..................................     1,789
                                                                       --------
                                                                          3,429
                                                                       --------
Utilities--Electric (1.2%):
      215,000  California Energy, Inc.(b) ...........................     3,521
       52,000  Enron Global Power & Pipeline ........................     1,235


Continued

</TABLE>

46



                                    B-298
<PAGE>   604
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Small Company Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
SHARES OR                                                           
PRINCIPAL                                        SECURITY                                      MARKET
 AMOUNT                                        DESCRIPTION                                      VALUE
 ------          ----------------------------------------------------------------------         -----

<S>              <C>                                                                        <C>
COMMON STOCK, CONTINUED:
Utilities--Electric, continued:
      5,500  Lincoln Electric .........................................................      $    165
                                                                                             --------
                                                                                                4,921
                                                                                             --------
Utilities--Gas & Pipeline (0.2%):
     60,000  Westcoast, Inc. ..........................................................           885
                                                                                             --------

Utilities--Telephone (0.6%):
     72,000  Telephone & Data Systems, Inc. ...........................................         2,619
                                                                                             --------
  Total Common Stocks .................................................................       407,283
                                                                                             --------
                                                        
PARTICIPATING UNITS (0.0%):

      3,040  Apria Healthcare Group, Inc................................................           86
                                                                                             --------
  Total Participating Units ...........................................................            86
                                                                                             --------
  Total Investments, at value .........................................................       407,369
                                                                                             --------

REPURCHASE AGREEMENTS (2.9%):
        $12,390,000  Lehman Brothers, 6.10%, dated 
                       6/30/95, due 7/3/95 
                       (Collateralized by $12,925,000 
                       various U.S Government                  
                       Securities, 0.00%, 7/5/95-5/31/96, 
                       market value--$12,639) .........................................      $ 12,390
                                                                                             --------
  Total Repurchase Agreements .........................................................        12,390
                                                                                             --------
  Total (Cost--$362,501)(a) ...........................................................      $419,759
                                                                                             ========


<FN>
- -------------

Percentages indicated are based on net assets of $427,483.

(a)  Represents cost for financial reporting purposes and differs from
     cost basis for federal income tax purposes by the amount of losses
     recognized for financial reporting in excess of federal income tax
     reporting of approximately $1,410. Cost for federal income tax
     purposes differs from value by net unrealized appreciation of
     securities as follows:

                    <S>                                <C>
                    Unrealized appreciation ........   $ 64,660
                    Unrealized depreciation ........     (8,812)
                                                       --------
                    Net unrealized appreciation.....   $ 55,848
                                                       ========


(b)  Represents non-income producing security.

ADR--American Depository Receipt
</TABLE>

See notes to financial statements.

                                                                              47


                                    B-299
<PAGE>   605

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                                  SECURITY                                      MARKET
        AMOUNT                                 DESCRIPTION                                      VALUE 
        ------                                 -----------                                     ------ 
<S>                                                                                            <C>
COMMON STOCKS (97.6%):                                    
Argentina (0.8%):
         53 Ba Embotllodora ...........................................................       $   67
     60,475 Cia Bavuera Oerez Companc SA ..............................................          254
      4,954 Ciadea SA .................................................................           24
     89,920 Telecom Argentina SA--Class B .............................................          409
    258,880 Telefonica de Argentina--Class B ..........................................          650
     17,801 Yacimentos Petroliferos Fiscades SA .......................................          339
                                                                                              ------
                                                                                               1,743
                                                                                              ------
Australia (2.3%):
    220,700 Boral Ltd. ................................................................          551
     69,520 Broken Hill Proprietary Co. ...............................................          854
     25,225 Coles Myer Ltd. ...........................................................           79
     55,500 CSR Ltd. ..................................................................          173
     41,900 Email Ltd. ................................................................          102
     51,900 Fai Insurances Ltd. .......................................................           21
    138,000 General Property Trust ....................................................          233
     80,000 M.I.M. Holdings Ltd. ......................................................           99
    119,800 National Australian Bank Ltd. .............................................          945
     20,250 News Corp. Ltd. ...........................................................          100
     20,800 Newcrest Mining Ltd. ......................................................           88
    126,700 Pioneer International Ltd. ................................................          315
     40,400 Southcorp Holdings Ltd. ...................................................           81
    104,800 Stockland Group ...........................................................          244
     88,900 News Corp. Ltd. ...........................................................          496
     54,600 TNT Ltd.(b) ...............................................................           72
     47,200 Western Mining Corp., Holding Ltd. ........................................          259
     81,100 Westfield Trust Units .....................................................          142
     93,900 Westpac Banking Corp.(b) ..................................................          339
                                                                                              ------
                                                                                               5,193
                                                                                              ------
Austria (1.5%):
       950 Austrian Airlines(b) .......................................................          161
    13,650 Bank of Austria ............................................................        1,136
     1,950 Bank of Austria, Participating Certificates ................................           69
       250 BWT AG .....................................................................           30
     1,848 Constantia Industries Holding(b) ...........................................          124
     2,450 Creditanstalt Bankverein ...................................................          144
     1,100 EA Generali AG .............................................................          324
     1,000 Lenzing AG .................................................................           93
     3,450 OEMV AG ....................................................................          398
       850 Osterreichische Brau-Beteiligungs AG .......................................           45
     5,350 Osterreichische Elekrizitaitswirts AG(b) ...................................          392
     6,500 Steyr-Daimler-Puch AG(b) ...................................................          117
     1,300 Veitsch-Radex AG(b) ........................................................           31
       750 Wienerberger Baustoffindustrie AG ..........................................          288
                                                                                              ------
                                                                                               3,352
                                                                                              ------
Belgium (1.9%):
    17,580 Delhaize Le Lion--PS .......................................................          792
     5,597 Electrabel NPV .............................................................        1,184
     1,592 Fortis AG ..................................................................          169
     1,116 GBL Bruxelles Lambert--PS ..................................................          150
     1,017 Generale de Banque SA ......................................................          327
       346 Kredietbank ................................................................           82
     1,302 Kredietbank AFVL ...........................................................          309
     2,990 NV Union Miniere SA(b) .....................................................          196
     2,236 Petrofina SA NPV ...........................................................          676
       699 Royal Belge SA .............................................................          132
       343 Solvay SA ..................................................................          190
                                                                                              ------
                                                                                               4,207
                                                                                              ------
Brazil (0.9%):
   378,000 Centrais Eletrobras ........................................................          104
 1,133,000 Cia Vale Do Rio Doce .......................................................          332
 1,211,000 Eletrobras Cent El .........................................................          329
   355,000 Light Servicos de El .......................................................          112
   886,000 Petrol Brasil ..............................................................           77
   141,000 Sadia Concordia SA .........................................................          131
 3,589,000 Sid Nacional ...............................................................           81
    13,000 Souza Cruz .................................................................           99
10,660,819 Telec Brasileiras TE .......................................................          337
   828,000 Telesp Tel S Paulo .........................................................          105
 1,458,000 Vale Rio Doce ..............................................................          224
                                                                                              ------
                                                                                               1,931
                                                                                              ------
Denmark (1.3%):
     3,550 Carlsberg AG ...............................................................          165
     2,650 Carlsberg AS-B .............................................................          124
     4,900 Den Danske Bank ............................................................          308
        13 D/S 1912--B ................................................................          248
         9 D/S Svendborg--B ...........................................................          247
       300 FLS Industries A/S B .......................................................           30
     2,850 ISS--International Service System--Class B .................................           74
       300 J Lauritzen Holdings A/S ...................................................           59
       250 Korn-Og Foderstof ..........................................................           10
       150 NKT Holdings AS ............................................................            9
     3,100 Novo Nordisk A/S B .........................................................          331
     3,072 Royal Copenhagen A/S Class A ...............................................          273
       600 Superfos AS ................................................................           49
    12,650 Tele Danmark AS Class B ....................................................          704
     3,750 Unidanmark A/S A ...........................................................          184
                                                                                              ------
                                                                                               2,815
                                                                                              ------
Finland (0.8%):
   135,320 Kansallis Banking Group(b) .................................................          147
    16,400 Kymmene OY .................................................................          511
    14,500 Nokia AB ...................................................................          860
     8,200 Repola OY SI ...............................................................          173
     1,200 Sampo Insurance Co. A Free .................................................           60
    40,400 Unitas Bank Ltd. A(b) ......................................................          131
                                                                                              ------
                                                                                               1,882
                                                                                              ------
France (9.4%):
     2,200 Accor SA ...................................................................          293
    11,800 Alcatel Alsthom ............................................................        1,063
    12,450 Axa SA .....................................................................          673
</TABLE>


Continued

48


                                    B-300
<PAGE>   606

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                                  SECURITY                                   MARKET
        AMOUNT                                 DESCRIPTION                                   VALUE 
        ------                                 -----------                                  ------ 
<S>                                                                                        <C>
COMMON STOCKS, CONTINUED:
France, continued:
   12,200 Banque National de Paris ...............................................         $   589
    3,000 BIC ....................................................................             495
    1,050 Bouygues ...............................................................             126
    8,200 Carnaud Metal Box--SA ..................................................             367
    1,680 Carrefour ..............................................................             861
      440 Chargeurs ..............................................................              86
    7,300 Cie Financiere de Paribas ..............................................             439
    4,950 Compagnie de St. Gobain(b) .............................................             599
    9,600 Compagnie de Suez ......................................................             535
   17,850 Compagnie Francaise de Petroleum Total(b) ..............................           1,075
      750 Compagnie Francaise de Petroleum Total Certificates Petroliers(b) ......              34
    7,150 Compagnie Generale des Eaux ............................................             797
      650 Credit Foncier de France ...............................................              72
    5,250 Danone Group ...........................................................             884
    1,150 Dollfus-Mieg & Cie .....................................................              65
    1,650 Ecco SA ................................................................             259
   21,350 Elf Aquitaine ..........................................................           1,579
    6,600 Elf Sanofi .............................................................             366
    4,450 Eridania Beghin Say ....................................................             687
    3,250 Havas ..................................................................             258
    1,300 Imetal .................................................................             153
    5,455 L'Air Liquide ..........................................................             872
    6,235 Lafarge Coppee .........................................................             485
    7,750 Lagardere Group ........................................................             161
    7,750 Lagardere Group Warrants ...............................................               5
    2,000 Legrand(b) .............................................................             318
    4,450 L'Oreal ................................................................           1,117
    8,140 LVMH Moet Hennessy Louis Vuitton .......................................           1,466
    3,700 Lyonnaise des Eaux Dumez ...............................................             350
    7,550 Michelin B .............................................................             335
    8,120 Pernod Ricard ..........................................................             534
    1,500 Pinault-Printemps Redoute(b) ...........................................             322
    1,200 Promodes ...............................................................             274
    4,350 PSA Peugeot Citroen(b) .................................................             604
   26,850 Rhone-Poulenc--A .......................................................             606
    5,450 Schneider SA ...........................................................             431
      450 Societe d'Applications Generales D'electricite et de Mecanique(b) ......             259
    5,273 Societe Generale de Paris ..............................................             617
    8,350 Thomson CSF(b) .........................................................             187
                                                                                           -------
                                                                                            21,298
                                                                                           -------
Germany (14.4%):
      600 AGIV AG--Fuer Industrie und Verkehrswesen ..............................             194
    2,474 Allianz AG Holdings ....................................................           4,429
    1,924 Allianz AG Holdings Rights(b) ..........................................             143
      440 AMB--AAchener und Muenchener-Beteiligungs AG ...........................             305
      110 AMB--AAchener und Muenchener-Beteiligungs AG, Registered ...............              81
      280 Asko deutsche kaufhaus AG ..............................................             175
    4,780 BASF AG ................................................................           1,019
    5,530 Bayer AG ...............................................................           1,373
    1,310 Bayer Hypotheken--und Wechsel-Bank AG ..................................             357
    1,730 Bayerische Vereinsbank(b) ..............................................             524
      430 Beiersdorf .............................................................             341
      220 Bilfinger & Berger Bau AG ..............................................             102
       17 CKAG Colonia Knozern ...................................................              15
      230 Colonia konzern AG-R ...................................................             207
    4,540 Daimler Benz AG ........................................................           2,087
      730 Degussa ................................................................             228
   46,900 Deutsche Bank AG .......................................................           2,280
    3,680 Deutsche Lufthansa AG(b) ...............................................             532
      310 Douglas Holdings AG ....................................................             117
   28,800 Dresdner Bank AG .......................................................             832
      150 Escada AG ..............................................................              33
      900 Fag Kuglefischer George Schaefer Kommanditgesellschaft Auf Aktien(b) ...             123
      490 Heidelberger Zement AG .................................................             419
      900 Hochtief AG ............................................................             504
      500 Karstadt AG ............................................................             219
    1,170 Kaufhof AG .............................................................             420
    2,270 Kloeckner, Humbolt-Deutz AG(b) .........................................              75
      490 Linde AG(b) ............................................................             290
      490 Linotype-Hell AG(b) ....................................................             109
    1,060 Man AG .................................................................             272
    3,880 Mannesmann AG ..........................................................           1,184
       70 Muenshener Ruechver-Sicherungs Gesellschaft ............................             132
      785 Muenshener Ruechver-Richerung Gesellschaft--Vink .......................           1,718
    2,780 Preussag AG ............................................................             831
    3,177 RWE--Rheinisch-Westfaelisches Elektrizitaetswerk AG ....................           1,103
      220 Salamander AG ..........................................................              46
      690 SAP AG .................................................................             916
      470 SAP AG--Vorzug .........................................................             595
    4,500 Schering AG ............................................................             314
    6,370 Siemens AG .............................................................           3,153
    3,265 Thyssen AG(b) ..........................................................             608
    6,230 Veba AG ................................................................           2,443
    1,550 Viag AG ................................................................             608
    3,670 Volkswagen AG ..........................................................           1,056
      580 Volkswagen AG Vorzugsaktien ............................................             128
                                                                                           -------
                                                                                            32,640
                                                                                           -------
Greece (1.1%):
    6,700 Alpha Credit Bank ......................................................             372
    9,931 Commercial Bank of Greece ..............................................             424
    6,650 Ergo Bank ..............................................................             306
   11,050 Hellenic Bottling ......................................................             328
    8,650 Hellenic Sugar .........................................................             131
   26,960 Heracles General Cement Co. ............................................             264
</TABLE>

Continued

                                                                              49


                                    B-301
<PAGE>   607

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                         MARKET
        AMOUNT                           DESCRIPTION                        VALUE 
        ------                           -----------                       ------ 
<S>                                                                        <C>
COMMON STOCKS, CONTINUED:
Greece, continued:
      2,900 Intracom SA ...........................................        $    80
      7,090 Intracom GRD 700 BR Bonus Issue(b) ....................            166
      5,900 National Bank of Greece ...............................            322
                                                                           -------
                                                                             2,393
                                                                           -------
Hong Kong (0.8%):
    158,400 Applied International Holdings(b) .....................             16
     30,700 Bank of East Asia .....................................             92
     95,000 Cathay Pacific Airways ................................            139
    106,000 Hong Kong Telecommunications ..........................            210
    145,000 Hutchison Whampoa .....................................            701
    215,000 Oriental Press Group ..................................             87
     68,000 Swire Pacific Ltd. A ..................................            519
     13,000 Television Broadcasts .................................             46
     13,440 Wing Lung Bank ........................................             76
                                                                           -------
                                                                             1,886
                                                                           -------
Indonesia (1.3%):
    167,000 Astra International PT--Foreign Registry ..............            296
     25,000 Bank International Indonesia PT .......................             77
    136,000 Bank International Indonesia PT--Foreign Registry .....            318
    203,000 Barito Pacific Tim ....................................            292
     41,500 Gudang Garam ..........................................            319
     69,000 Indocement Tunggal Prakarsa PT--Foreign Registry ......            271
     45,000 Indosat PT ............................................            171
     40,500 Init Indorayon ........................................             88
  1,246,000 Polysindo Eka Perkasa PT(b) ...........................            700
     36,000 Sampoerna HS ..........................................            283
     86,000 Smart(b) ..............................................             91
     53,000 Smart Valorin(b) ......................................             56
                                                                           -------
                                                                             2,962
                                                                           -------
Ireland (0.2%):
     55,400 Allied Irish Banks ....................................            261
     27,400 James Crean PLC .......................................             96
                                                                           -------
                                                                               357
                                                                           -------
Italy (6.6%):
     19,800 Acciaerie e Ferriere Lombarde Falck SPA(b) ............             28
    206,000 Alitalia SPA ..........................................             98
    103,480 Assicorazioni Generali SPA ............................          2,432
    207,000 Banca Commerciale Italiana ............................            468
     28,200 Banca Nazionale Dell'agricoltura SPA ..................             22
     82,800 Banco Ambrosiano Veneto SPA ...........................            274
     27,800 Benetton Group SPA ....................................            275
     25,500 Burgo .................................................            168
    344,000 Credito Italiano ......................................            399
     69,500 Edison SPA ............................................            310
    506,800 Fiat SPA ..............................................          1,787
    149,400 Fiat SPA Privileged(b) ................................            325
    106,100 Fiat SPA di Risp non convertible(b) ...................            229
    133,000 Fidis-finanziaria di sviluppo SPA .....................            284
     67,800 Impregilo SPA(b) ......................................             65
    202,300 Ing C Olivetti & C SPA(b) .............................            198
    112,600 Istituto Bancario san Paolo di Torina .................            610
     28,000 Italcementi SPA(b) ....................................            193
    106,900 Italgas ...............................................            278
     22,600 La Previdenta Assicurazoni SPA ........................            163
     35,600 La Rinascente SPA .....................................            202
     68,720 Mediobanca SPA ........................................            499
    636,000 Montedison SPA ........................................            455
    166,100 Parmalat finanziaria SPA ..............................            148
    240,900 Pirelli SPA(b) ........................................            320
     51,300 Ras--Riuniune Adriatici de Sicurta SPA ................            543
     15,200 Ras RNC ...............................................             97
     13,600 Riunione Adruatica di Sicurt SPA di Risp ..............             87
     18,000 Sai--Societa Assicuratrice Industriale SPA ............            192
     55,700 Saipem ................................................            112
     55,700 Sirti SPA .............................................            412
     87,500 SME Meridionale SPA ...................................            218
    994,600 Telecom Italia SPA ....................................          2,696
    214,400 Telecom Italia--di Risp ...............................            454
                                                                           -------
                                                                            15,041
                                                                           -------


Japan (30.1%):
     13,000 Ajinomoto Co. .........................................            134
      9,000 Amano Corp. ...........................................            106
     32,000 Aoki Corp.(b) .........................................            116
      2,000 Arabian Oil Co. .......................................             85
     74,000 Asahi Bank, Ltd. ......................................            790
      3,000 Asahi Breweries Ltd. ..................................             35
     72,000 Asahi Chemical Industry ...............................            473
     20,000 Asahi Glass Co. Ltd. ..................................            221
     27,000 Asahi Optical(b) ......................................             90
     63,000 Asics Corp. ...........................................            175
     56,000 Bank of Tokyo .........................................            898
     78,000 Bank of Yokohama ......................................            662
     19,000 Bridgestone Corp. .....................................            280
     27,000 Canon, Inc. ...........................................            439
     22,000 Chiba Bank ............................................            200
      9,000 Chugai Pharmaceutical .................................             91
     40,000 Citizen Watch .........................................            248
     26,000 Cosmo Oil Co., Ltd. ...................................            147
     18,000 Dai Nippon Printing Co., Ltd. .........................            287
     53,000 Daido Steel Co. .......................................            250
      9,000 Daifuku Co. ...........................................            101
     96,000 Dai-Ichi Kangyo Bank ..................................          1,732
     15,000 Daikin Industries, Ltd. ...............................            121
      9,000 Daishowa Paper Manufacturing Co., Ltd.(b) .............             40
      9,000 Daito Trust ...........................................             84
     17,000 Daiwa House Industries.................................            261
</TABLE>

Continued

50


                                    B-302
<PAGE>   608

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                             MARKET
        AMOUNT                           DESCRIPTION                            VALUE 
        ------                           -----------                           ------ 
<S>                                                                            <C>
COMMON STOCK, CONTINUED:
Japan, continued:
     65,000 Daiwa Securities Co., Ltd. ...............................         $  685
     97,000 Denki Kagaku Kogyo(b) ....................................            323
      7,000 Ebara Corp. ..............................................             85
      8,000 Fanuc Co. ................................................            345
    110,000 Fuji Bank Ltd. ...........................................          2,218
     13,000 Fuji Photo Film Ord ......................................            308
      6,000 Fujikura .................................................             35
     22,000 Fujita Corp.(b) ..........................................            104
      5,000 Fujita Kanko, Inc. .......................................            110
     65,000 Fujitsu, Ltd. ............................................            648
     32,000 Furukawa Electric Co. ....................................            151
     23,000 Gunma Bank ...............................................            274
     48,000 Hankyu Corp. .............................................            288
     10,000 Hankyu Department Store ..................................            119
     10,000 Haseko ...................................................             76
     33,000 Hazama-gumi(b) ...........................................            137
      3,000 Hirose Electric ..........................................            186
     94,000 Hitachi, Ltd. ............................................            937
     31,000 Honda Motor Co. ..........................................            475
     22,000 Honshu Paper Co., Ltd. ...................................            129
      4,000 House Food Industry ......................................             84
     78,000 Industrial Bank of Japan .................................          1,958
      6,000 Isetan ...................................................             81
     11,000 Ito Yokado Co., Ltd. .....................................            580
     72,000 Itochu Corp. .............................................            420
     10,000 Iwatani & Co. ............................................             47
    119,000 Japan Air Lines(b) .......................................            764
     44,000 Japan Energy Corp. .......................................            143
     66,000 Japan Steel Works ........................................            147
     20,000 Joyo Bank ................................................            170
     14,000 Jusco Co., Ltd. ..........................................            291
     33,000 Kajima Corp. .............................................            328
      8,000 Kamigumi Co., Ltd. .......................................             80
     32,000 Kaneka Corp. .............................................            206
     28,000 Kansai Electric Power ....................................            753
     14,000 Kao Corp. ................................................            169
     10,000 Kawasaki Kisen(b) ........................................             26
    154,000 Kawasaki Steel Corp.(b) ..................................            512
     29,000 Keihin Railway ...........................................            192
      9,000 Kinden Corp. .............................................            168
    137,000 Kinki Nippon Railway(b) ..................................          1,202
     49,000 Kirin Brewery Co. ........................................            520
    161,000 Kobe Steel, Ltd.(b) ......................................            384
      4,000 Kokuyo Co., Ltd. .........................................             90
     10,000 Komatsu, Ltd. ............................................             76
     53,000 Konica Corp. .............................................            324
     40,000 Koyo Sieko ...............................................            297
     26,000 Kubota Corp. .............................................            166
     56,000 Kumagai Gumi Co. .........................................            234
     15,000 Kurabo Industries ........................................             54
     13,000 Kuraray Co., Ltd. ........................................            141
     26,000 Kureha Chemical Industry .................................            104
      8,000 Kyocera Corp. ............................................            658
     20,000 Kyowa Hakko Kogyo ........................................            194
     21,000 Lion Corp. ...............................................            121
      4,000 Makita Corp. .............................................             55
    123,000 Marubeni Corp. ...........................................            625
     10,000 Marui Co., Ltd. ..........................................            159
     67,000 Matsushita Electric Industrial Co. .......................          1,043
     12,000 Meiji Seika ..............................................             70
     32,000 Menebea Co., Ltd. ........................................            205
      9,000 Misawa ...................................................             75
     48,000 Mitsubishi Corp. .........................................            546
     40,000 Mitsubishi Electric Corp. ................................            281
     51,000 Mitsubishi Estate Co., Ltd. ..............................            574
     74,000 Mitsubishi Heavy Industries ..............................            503
     36,000 Mitsubishi Kasei Corp. ...................................            154
     67,000 Mitsubishi Materials Corp. ...............................            300
     17,000 Mitsubishi Oil Co. .......................................            163
     12,000 Mitsubishi Steel Manufacturing(b) ........................             58
     59,000 Mitsubishi Trust & Banking ...............................            835
     33,000 Mitsui Engineering & Shipbuilding Co.(b) .................             72
     29,000 Mitsui Fudosan ...........................................            332
     14,000 Mitsui Marine & Fire .....................................             92
     30,000 Mitsui Mining & Smelting(b) ..............................             89
     18,000 Mitsui O.S.K. Lines, Ltd.(b) .............................             50
     51,000 Mitsui Taotsu Chemical ...................................            188
     50,000 Mitsui Trust & Banking Co. ...............................            460
     59,000 Mitsui & Co. .............................................            461
     34,000 Mitsui-soko ..............................................            247
      4,000 Mori Seiki(b) ............................................             71
      7,000 Murata Manufacturing Co., Ltd. ...........................            265
     68,000 NEC Corp. ................................................            745
     28,000 New Oji Paper Co., Ltd. ..................................            269
     14,000 NGK Insulators ...........................................            127
     33,000 Nichii Co., Ltd. .........................................            358
     58,000 Niigata Engineering(b) ...................................            171
     15,000 Nippon Beer Sugar Manufacturing ..........................             59
     33,000 Nippon Express Co., Ltd. .................................            304
     11,000 Nippon Fire & Marine .....................................             69
     10,000 Nippon Light Metal Co. ...................................             46
     10,000 Nippon Meat Packers ......................................            146
     50,000 Nippon Oil Co. ...........................................            314
     44,000 Nippon Paper Industries Co. ..............................            285
     31,000 Nippon Sheet Glass .......................................            139
     11,000 Nippon Shinpan Co. .......................................             71
     12,000 Nippon Shokubai K.K. Co. .................................            106
    280,000 Nippon Steel Co. .........................................            911
     27,000 Nippon Yusen Kabushiki Kaisha ............................            151
     24,000 Nippondenso Co., Ltd. ....................................            436
     19,000 Nishimatsu ...............................................            226
    134,000 Nissan Motors Co., Ltd. ..................................            856
     13,000 Nisshinbo Industries .....................................            103
      4,000 Nissin Food Products .....................................             98
    199,000 NKK Corp.(b) .............................................            467
     83,000 Nomura Securities Co., Ltd. ..............................          1,449
     22,000 Noritake Co., Ltd. .......................................            147
</TABLE>

Continued

                                                                              51


                                    B-303
<PAGE>   609


THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                          MARKET
        AMOUNT                           DESCRIPTION                         VALUE 
        ------                           -----------                        ------ 
<S>                                                                         <C>
COMMON STOCK, CONTINUED:
Japan, continued:
     25,000 NSK, Ltd. .............................................         $   144
     37,000 NTN Corp. .............................................             218
     43,000 Obayashi Corp. ........................................             331  
     34,000 Odakyu Electric Railway ...............................             247
     18,000 Okumura Corp. .........................................             171
     17,000 Omron Corp. ...........................................             325
      6,000 Orix Corp. ............................................             200
     82,000 Osaka Gas Corp. .......................................             303
     20,000 Penta Ocean ...........................................             127
     11,000 Pioneer Electronics Corp. .............................             187
     49,000 Ricoh Corp., Ltd. .....................................             421
      5,000 Rohm ..................................................             257
    114,000 Sakura Bank Ltd. ......................................           1,190
     14,000 Sankyo Co., Ltd. ......................................             325
     56,000 Sanyo Electric Co., Ltd. ..............................             275
      6,000 Secom .................................................             377
      4,000 Sega Enterprises, Ltd. ................................             142
      9,000 Seino Transportation ..................................             152
     32,000 Sekisui Chemical ......................................             379
     24,000 Sekisui House, Ltd. ...................................             297
     12,000 Seven Eleven Japan ....................................             859
     52,000 Sharp Corp. ...........................................             687
     25,000 Shimizu Corp. .........................................             242
      8,000 Shin-Etsu Chemical ....................................             141
     13,000 Shionogi & Co. ........................................             115
     30,000 Shizuoka Bank .........................................             375
     59,000 Showa Denko K.K.(b) ...................................             174  
      8,000 Skylark ...............................................             125
     11,000 Sony Corp. ............................................             528
    109,000 Sumitomo Bank .........................................           1,890
     33,000 Sumitomo Chemical Co. .................................             129
     31,000 Sumitomo Corp. ........................................             282
     15,000 Sumitomo Electric Industries(b) .......................             179
     22,000 Sumitomo Marine & Fire Insurance ......................             175  
    125,000 Sumitomo Metal Industries .............................             326
     14,000 Sumitomo Metal & Mining(b) ............................             103
     43,000 Taisei Corp. ..........................................             254
     18,000 Taisho Pharmaceutical .................................             348
     26,000 Takashimaya Co. .......................................             350
     27,000 Takeda Chemical Industries ............................             357
     12,000 Teijin Ltd. ...........................................              57
     14,000 Teikoku Oil ...........................................              83
     24,000 The Daiei, Inc. .......................................             292
     13,000 The Nichido Fire & Marine Insurance Co., Ltd. .........             105
     18,000 Tobu Railway ..........................................             112
     16,000 Tohoku Electric Power .................................             443
     67,000 Tokai Bank ............................................             743
     43,000 Tokio Marine & Fire Insurance .........................             493
      8,000 Tokyo Dome Corp. ......................................             123
     54,000 Tokyo Electric Power ..................................           1,656
      6,000 Tokyo Electron, Ltd. ..................................             205
     92,000 Tokyo Gas, Ltd. .......................................             362
     34,000 Tokyu Corp. ...........................................             218
     35,000 Toppan Printing Co., Ltd. .............................             458
     22,000 Topy Industries .......................................              96
     75,000 Toray Industries, Inc. ................................             466
     72,000 Tosoh .................................................             271
      8,000 Tostem Corp. ..........................................             246
     45,000 Toto ..................................................             642
      7,000 Toyo Seikan Kaisha ....................................             205
     27,000 Toyobo Ltd. ...........................................              89
     14,000 Toyoda Auto Loom Works ................................             253 
    108,000 Toyota Motor Co. ......................................           2,140
     74,000 UBE Industries(b) .....................................             258
     48,000 Unitika, Ltd.(b) ......................................             122
     18,000 Yamaha Corp. ..........................................             196
     10,000 Yamanouchi Pharmaceutical .............................             225
     28,000 Yamato Transport Co., Ltd. ............................             298
     43,000 Yasuda Trust & Banking ................................             281
     23,000 Yokogawa Electric Corp. ...............................             161
                                                                            -------
                                                                             68,415
                                                                            -------
Malaysia (0.4%):
    147,500 Faber Group(b) ........................................             142
      8,000 Highlands & Lowlands Berhad ...........................              15
      5,000 Idris Hydraulic Berhad(b) .............................               7
    146,000 Industrial Oxygen, Inc. Berhad ........................             192
     20,500 Land & General Holdings ...............................              69
     37,000 Nestle Berhad .........................................             284
     18,000 Pan Malaysia Cement Works .............................              65
      2,000 Promet Berhad(b) ......................................               2
     41,000 Rashid Hussain Berhad .................................             131
     16,000 Tenaga Nasional Berhad ................................              65
                                                                            -------
                                                                                972
                                                                            -------
Mexico (0.4%):
     21,330 Cementos de Mexico, Class A ...........................              74
     16,200 Cementos de Mexico, Class B(b) ........................              58
     51,000 Cifra S.A. de C.V., Series C ..........................              67
     33,500 Grupo Carso S.A., Series A1(b) ........................             183
     29,000 Kimberly-Clark de Mexico Class A ......................             333
    103,000 Telefonos de Mexico S.A., Class L .....................             152
      9,960 Tolmex S.A., Series B2(b) .............................              39
     29,880 Vitro S.A .............................................              85
                                                                            -------
                                                                                991
                                                                            -------
Netherlands (2.5%):
     20,150 ABN Amro Holdings NV ..................................             778
      5,500 Akzo Nobel NV .........................................             657
     21,000 Elsevier NV NTFL1 .....................................             248
      1,625 Heineken NV ...........................................             246
      7,600 Internationale Nederlanden Group ......................             420
     11,100 Philips Electronics ...................................             470
     19,850 Koninklijke Nederlande Petroleum(b) ...................           2,424
      3,700 Unilever NV ...........................................             481
                                                                            -------
                                                                              5,724
                                                                            -------
</TABLE>


Continued

52


                                    B-304
<PAGE>   610

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                          MARKET
        AMOUNT                           DESCRIPTION                         VALUE 
        ------                           -----------                        ------ 
<S>                                                                         <C>
COMMON STOCK, CONTINUED:
New Zealand (0.4%):
    52,200 Fisher & Paykel Industries ............................        $  153
    78,200 Lion Nathan, Ltd. .....................................           155
   115,800 Telecom Corp. of New Zealand ..........................           433
    34,837 Wilson & Horton, Ltd. .................................           199
                                                                          ------
                                                                             940
                                                                          ------
Norway (0.7%):
     5,880 Aker A/S Series B .....................................            74
     8,400 Aker A/S, Series A ....................................           113
    12,800 Hafslund Nycomed A/S Series A .........................           296
     6,090 Kvaerner A/S, Series A ................................           277
    16,080 Norsk Hydro A/S .......................................           675
     2,560 Norske SkogsindustrierA/S Series B ....................            85
    12,880 Vard A Ord(b) .........................................            23
                                                                          ------
                                                                           1,543
                                                                          ------
Phillipines (0.8%):
   162,960 Ayala Corp., Class B ..................................           182
   278,750 Ayala Land, Inc., Class B .............................           323
    21,450 Manila Electric Co., Class B ..........................           172
     7,300 Metropolitan Bank .....................................           159
   357,500 Petron Corp. ..........................................           235
     7,400 Philippine Long Distance Telephone Co. ................           530
    15,390 Philippine National Bank(b) ...........................           180
    34,970 San Miguel Corp., Class B .............................           145
                                                                          ------
                                                                           1,926
                                                                          ------
Portugal (0.9%):
    25,070 Banco Commercial Portugues--Registered ................           332
    18,270 Banco Espirito Santo e Commerical de Lisboa ...........           305
    10,930 Banco Portuguese de Investimento-Registered ...........           191
     3,800 Jeronimo Martins ......................................           192
     2,250 Modelo Contin SGPS ....................................           208
     2,900 Modelo SGPS ...........................................           103
    13,800 Sonae Industria e Investimentos .......................           331
     5,450 Soporcel(b) ...........................................           141
    15,740 Unicer-Unioa Cervejeira ...............................           266
                                                                          ------
                                                                           2,069
                                                                          ------
Singapore (0.3%):
    82,000 Chuan Hup Holdings ....................................            67
   243,000 Hotel Properties, Ltd .................................           430
   229,000 Neptune Orient Lines ..................................           269
    12,000 Promet Berhad(b) ......................................            11
                                                                          ------
                                                                             777
                                                                          ------
Spain (3.2%):
       800 Acerinox SA ...........................................            98
    15,200 Banco Bilbao Vizcaya ..................................           438
    11,300 Banco Central Hispanoamericano ........................           239
    12,900 Banco de Santander ....................................           509
    12,300 Corporacion Bancaria de Espana SA(b) ..................           454
     5,600 Corporacion Financiera Alba ...........................           289
     2,300 Corporacion Mapfre cia International d SA .............           113
     9,600 Ebro Agricolas, Compania de Alimentacion SA ...........           100
     4,700 El Aguila SA(b) .......................................            35
     2,000 Empresa Nacional de Celulosa ..........................            51
    25,400 Empresa Nacional de Electricidad SA ...................         1,254
    23,200 Ercros SA(b) ..........................................            26
     2,800 Fabricacion Automovile Renault de Espanola ............            84
     1,500 Fomento de Construcciones y Contrates SA ..............           128
     3,000 Gas Natural SDG .......................................           358
    69,600 Iberdrola .............................................           524
     5,400 Inmobiliaria Metropolitana Vasco Central SA ...........           160
    20,100 Repsol SA .............................................           632
    16,800 Sarrio SA(b) ..........................................            85
     6,000 Tabacalera SA--A ......................................           224
    82,600 Telefonica de Espana ..................................         1,064
    48,310 Union Electric Penosa SA ..............................           226
    10,800 Uralita SA(b) .........................................           130
     4,200 Vallehermoso SA .......................................            72
     4,000 Viscofan Industria Navarra de Envolturas Celulosica ...            59
                                                                          ------
                                                                           7,352
                                                                          ------
Sweden (1.7%):
     2,350 Asea AB A Free ........................................           202
       800 Asea AB B Free ........................................            68
    19,500 Astra AB A Free .......................................           601
     6,800 Astra AB B Free .......................................           205
    13,300 Atlas Copco AB A Free .................................           186
     1,000 Atlas Copco AB B Free .................................            14
     4,450 Electrolux AB, Class B Free ...........................           202
    29,800 Ericsson ..............................................           594
     4,600 Esselte AB B Free .....................................            57
     6,400 Hennes & Mauritz AB B Free ............................           375
     4,200 Skandia Forsakrings AB ................................            81
    20,200 Skandiaviska Enskilda Banken Series A Free ............           105
     4,150 Skanska AB Series B ...................................            96
     5,750 Stora Kopparberg B ....................................            78
    14,000 Stora Kopparbergs .....................................           188
    15,500 Svenska Cellulosa .....................................           288
       800 Svenska Handlesbank B .................................            11
    11,150 Svenska Handlespanken A ...............................           166
     1,750 S.K.F. AB Series B Free ...............................            35
     7,150 Trelleborg AB B Free ..................................            84
</TABLE>


Continued

                                                                              53



                                    B-305
<PAGE>   611

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                          MARKET
        AMOUNT                           DESCRIPTION                         VALUE 
        ------                           -----------                        ------ 
<S>                                                                            <C>
COMMON STOCKS, CONTINUED:
Sweden, continued:
     14,500 Volvo AB B Free..............................................      $  276
                                                                               ------
                                                                                3,912
                                                                               ------
Switzerland (2.0%):
        150 Alusuisse-Lonza Holding AG ..................................          94
        260 BBC Brown Boveri AG .........................................         269
        600 Ciba Geigy AG ...............................................         439
      2,250 CS Holdings .................................................         206
        100 Danzas Holding AG--registered(b) ............................          86
        570 Nestle SA--registered .......................................         593
         40 Roche Holdings ..............................................         444
        130 Roche Holdings AG Genusscheine ..............................         837
      1,000 Sandoz AG--registered .......................................         689
        230 Schweizerischer Bankgesellsacht .............................         238
        320 Schweizerischer Bankverein ..................................         113
        390 Schweizerischer Rueckversicherungsgesel .....................         300
      1,150 Societe Suisse pour la Microeletronique et l'Horlogerie .....         155
                                                                               ------
                                                                                4,463
                                                                               ------
Thailand (1.1%):
     30,000 Advanced Information Systems PLC Foreign Registered Shares ..         443
     41,800 Bangkok Bank ................................................         461
    136,290 Krung Thai Bank, Ltd. (Foreign) .............................         552
    235,500 Padaeng Industries ..........................................         313
      7,700 Shinawatra Corp. & Co. ......................................         191
     76,700 Telecomasia(b) ..............................................         284
     95,200 Thai Airways International ..................................         212
     41,000 Thai Airways International Foreign Registered Shares(b) .....          82
                                                                               ------
                                                                                2,538
                                                                               ------
Turkey (1.2%):
    294,000 Akbank TRL ..................................................          75
    102,000 Aksa TRL ....................................................          90
    371,100 Arcelik AS TRL Ord(b) .......................................         113
    399,000 Eczacibasi Yatirim(b) .......................................         199
     25,800 Ege Biracilik ve Mal ........................................          30
  1,807,450 Eregli Demir ve Celik Fabrik ................................         233
    100,640 Ericiyas Biracilik ..........................................          87
  2,270,500 Izmir Demir Celik(b) ........................................          87
    253,300 Koc Holdings AS .............................................         250
    175,200 Netas Telekomunik TR ........................................          61
    390,000 Petrokimya as TRL ...........................................         349
    356,600 Petrol Ofisi TRL ............................................         105
    546,000 Raks Electronik .............................................         213
    220,080 T Garanti Bankasi AS(b) .....................................          30
    171,200 Tofas Turk Otomobil Fabrikas(b) .............................         151
  1,949,865 Tupras Turkiye Petrol Rafinerileri AS .......................         463
    649,800 Turk Hava Yollari AS(b) .....................................         116
                                                                               ------
                                                                                2,652
                                                                               ------
United Kingdom (7.2%):
     50,900 Abbey National PLC ..........................................         379
     37,500 Allied Irish Banks PLC ......................................         178
     42,900 Argyll Group PLC Ord ........................................         229
     24,700 Barclays Bank ...............................................         265
     24,700 Barratt Developments PLC ....................................          72
     70,400 B.A.T. Industries ...........................................         538
     21,900 Bicc PLC ....................................................         103
     21,700 The Boots Co. PLC ...........................................         176
     28,300 Bowthorpe PLC ...............................................         167
      7,400 British Aerospace PLC .......................................          66
     28,200 British Airways PLC .........................................         185
     77,300 British Gas PLC .............................................         356
     18,720 British Land Co., PLC .......................................         119
    135,700 British Petroleum Co., PLC ..................................         972
     67,600 British Steel PLC ...........................................         185
    148,900 British Telecom PLC .........................................         928
    100,700 BTR PLC .....................................................         511
     56,300 Cable & Wireless PLC ........................................         385
     42,285 Cadbury Schweppes PLC .......................................         308
     67,300 Camas .......................................................          76
      7,500 Commercial Union PLC ........................................          70
      6,960 Costain Group PLC ...........................................          12
     24,900 Electrocomponents Ord .......................................         237
     48,900 English China Clays PLC .....................................         302
     47,300 The General Electric Co., PLC ...............................         231
     64,000 Glaxo Wellcome PLC ..........................................         785
     22,800 Great Universal Stores PLC ..................................         213
     31,000 Guinness PLC ................................................         233
    200,900 Hanson PLC ..................................................         702
     61,200 Harrison & Crossfield PLC ...................................         138
     56,800 HSBC Holdings PLC ...........................................         732
     15,700 Imperial Chemical Inds ......................................         192
     48,600 Land Securities PLC .........................................         470
     53,500 Lonrho PLC ..................................................         126
     89,900 Marks & Spencer PLC .........................................         578
     33,800 National Power PLC ..........................................         239
     22,700 Next PLC ....................................................         123
     22,300 Oxford Instruments PLC ......................................         140
     18,600 Peninsular & Oriental Steam Navigation Co. ..................         171
     17,600 Pilkington Bros .............................................          49
     33,300 Pilkington PLC ..............................................          92
     42,600 Reuters Holdings PLC ........................................         355
     40,900 Rexam PLC ...................................................         314
     33,200 Rolls-Royce PLC .............................................          92
     23,500 The Royal Bank of Scotland PLC ..............................         160
     19,100 Royal Insurance PLC .........................................          94
     22,500 RTZ Corp. ...................................................         293
     54,900 Sainsbury PLC ...............................................         386
     12,000 Scottish & Newcastle PLC ....................................         105
     35,400 Smithkline Beecham - Class A ................................         320
     36,300 Smithkline Beecham Units ....................................         322
     36,700 St. James's Place Capital PLC ...............................          64
     41,800 Tarmac PLC ..................................................          75
     31,800 Taylor Woodrow PLC ..........................................          58
</TABLE>


Continued

54


                                    B-306
<PAGE>   612

THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands, except Shares or Principal Amount)

<TABLE>
<CAPTION>
      SHARES OR                                               
      PRINCIPAL                           SECURITY                        MARKET
        AMOUNT                           DESCRIPTION                       VALUE 
        ------                           -----------                      ------ 
<S>                                                                     <C>
COMMON STOCKS, CONTINUED:
United Kingdom, continued:
   117,000 Tesco PLC .....................................              $    539
    13,600 Thorn EMI PLC .................................                   282
    18,700 Unilever PLC ..................................                   378
    26,500 Zeneca Group PLC ..............................                   447
                                                                        --------
                                                                          16,317
                                                                        --------
U.S. Dollar Denominated (1.5%):
     5,883 Banco O'Higgins ADR ...........................                   135
     6,712 Cervezas ......................................                   179
     4,662 Chilectra Metro ...............................                   237
    11,891 Chilgener ADR .................................                   376
     8,500 Cristalerias de Chile ADR .....................                   210
     4,066 Embotella Andina ADR ..........................                   143
    19,962 Endesa ADR ....................................                   529
    10,028 Enersis .......................................                   296
     4,711 Labchile ADR ..................................                    89
     7,615 Madeco ........................................                   219
    11,887 Mader y Sint ..................................                   223
     6,409 Sociedad Quimic ...............................                   303
     3,796 Telefonos de ci ...............................                   309
     1,615 U.S. Industries, Inc. .........................                    22
     2,500 Vina Concho ADR ...............................                    48
                                                                        --------
                                                                           3,318
                                                                        --------
      Total Common Stocks ................................               221,609

PREFERRED STOCKS (0.3%):
Germany (0.3%):
       140 Escada AG - ...................................              $     27
     2,810 RWE -- Rheinisch -- Westfaelisches 
             Elektrizitaetswerk AG - .....................                   772
                                                                        --------
   Total Preferred Stocks.................................                   799
                                                                        --------
U.S. TREASURY BILLS (0.1%):
   $15,000 9/14/95........................................                    15
   240,000 9/14/95........................................                   237
    25,000 9/14/95........................................                    25
                                                                        --------
   Total U.S. Treasury Bills..............................                   277
                                                                        --------
   Total Investments, at value............................               222,685
                                                                        --------
REPURCHASE AGREEMENTS (3.4%):
 7,750,000 State Street Bank, 5.50%, dated 6/30/95, 
             due 7/3/95 (Collateralized by 
             $7,940,000 U.S. Treasury Notes, 
             4.75%, 9/20/95, market 
             value--$7,818)...............................                 7,750
                                                                        --------
      Total Repurchase Agreements                                          7,750
                                                                        --------
      Total (Cost--$217,827)(a                                          $230,435
                                                                        ========

<FN>
_______________________

Percentages indicated are based on net assets of $227,014.

(a)      Represents cost for financial reporting purposes and differs from cost
         basis for federal income tax purposes by the amount of losses
         recognized for financial reporting purposes in excess of federal income
         tax reporting of approximately $53 and by the tax cost basis
         adjustments of $723 for certain securities. Cost for federal income tax
         purposes differs from value by net unrealized appreciation of
         securities as follows:

<S>                                                                    <C>
           Unrealized appreciation .......................             $ 23,914
           Unrealized depreciation .......................              (12,082)
                                                                       --------
           Net unrealized appreciation ...................             $ 11,832
                                                                       ========

(b)      Represents non-income producing security.

ADR--American Depositary Receipt
</TABLE>

At June 30, 1995, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                               CURRENT
                                                                   OPENING      MARKET
   # OF                            CONTRACT                       POSITIONS     VALUE
 CONTRACTS                           TYPE                           (000)       (000)
 ---------   -------------------------------------------------    ---------    -------           
<S>          <C>                                                  <C>          <C>
     9       Eurotop 100 .....................................      $1,124      $1,103
    11       Nikkei ..........................................         821         798
</TABLE>


See notes to financial statements.
                                                                              55


                                    B-307
<PAGE>   613
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                              JUNE 30, 1995
<TABLE>
<CAPTION>

                                                                                (Amounts in Thousands except per share amounts)

                                                                                                                LARGE               
                                                                          ASSET       INCOME      EQUITY       COMPANY    BLUE CHIP 
                                                                        ALLOCATION    EQUITY      INDEX         VALUE      EQUITY   
                                                                           FUND        FUND        FUND          FUND       FUND    
                                                                        ----------   --------     --------     --------   --------- 
<S>                                                                     <C>          <C>          <C>          <C>        <C>       
ASSETS:                                                                                                                             
Investments, at value ...............................................    $37,807     $186,634     $228,345     $321,184    $42,526  
Repurchase agreements ...............................................      7,207        1,416        9,781       56,533        426  
                                                                         -------     --------     --------     --------    -------  
                                                                          45,014      188,050      238,126      377,717     42,952  
Interest and dividend receivable ....................................        358          675          483          555         97  
Receivable from brokers for investments sold ........................                                   75        6,653             
Receivable for capital shares issued ................................        279          404          841        1,848         34  
Receivable from advisor .............................................          7                        66            5          8  
Organization costs ..................................................          6            2            8           10         15  
Prepaid expenses and other assets ...................................                      66            1            1          1  
                                                                         -------     --------     --------     --------    -------  
TOTAL ASSETS ........................................................     45,664      189,197      239,600      386,789     43,107  
                                                                         -------     --------     --------     --------    -------  
LIABILITIES:                                                                                                                        
Cash overdraft ......................................................         25           30           24          411          9  
Dividends payable ...................................................         13          198           99          264         20  
Payable to brokers for investments purchased ........................                                            15,462             
Payable for capital shares redeemed .................................        154          643           44          336        102  
Net payable for variation margin on futures contracts ...............         14                        23            6             
Options written, at value (premiums received $242)                                                                  323             
Accrued expenses and other payables:                                                                                                
   Investment advisory fees .........................................         24          115           57          219         27  
   Administration fees ..............................................          6           26           32           50          6  
   12b-1 fees (Class A) .............................................          1            3            1            1          1  
   12b-1 fees (Class B) .............................................          2            2            1                          
   Other ............................................................          3                        13                      22  
                                                                         -------     --------     --------     --------    -------  
TOTAL LIABILITIES ...................................................        242        1,017          294       17,072        187  
                                                                         -------     --------     --------     --------    -------  
NET ASSETS:                                                                                                                         
Capital .............................................................     42,867      141,600      199,824      329,025     33,142  
Undistributed (distributions in excess of) net investment income ....          8           41         (232)           7         26  
Net unrealized appreciation from investments and futures contracts ..      2,751       40,159       38,649       12,852      6,938  
Undistributed net realized gains (losses) from investment                                                                           
transactions ........................................................       (204)       6,380        1,065       27,833      2,814  
                                                                         -------     --------     --------     --------    -------  
NET ASSETS ..........................................................    $45,422     $188,180     $239,306     $369,717    $42,920  
                                                                         =======     ========     ========     ========    =======  
Net Assets                                                                                                                          
   Fiduciary ........................................................    $37,658     $170,919     $234,895     $365,375    $38,915  
   Class A ..........................................................      4,745       13,793        3,003        3,481      3,621  
   Class B ..........................................................      3,019        3,468        1,408          861        384  
                                                                         -------     --------     --------     --------    -------  
      Total .........................................................    $45,422     $188,180     $239,306     $369,717    $42,920  
                                                                         =======     ========     ========     ========    =======  
Outstanding shares of beneficial interest                                                                                           
    Fiduciary .......................................................      3,509       11,297       16,747       28,396      2,715  
    Class A .........................................................        442          913          214          270        253  
    Class B .........................................................        281          229          100           66         27  
                                                                         -------     --------     --------     --------    -------  
      Total .........................................................      4,232       12,439       17,061       28,732      2,995  
                                                                         =======     ========     ========     ========    =======  
Net asset value                                                                                                                     
   Fiduciary--offering and redemption price per share ...............     $10.73       $15.13       $14.03       $12.87     $14.33  
                                                                         =======     ========     ========     ========    =======  
   Class A--redemption price per share ..............................     $10.74       $15.11       $14.02       $12.89     $14.32  
                                                                         =======     ========     ========     ========    =======  
   Class B--offering price per share* ...............................     $10.76       $15.14       $14.05       $12.96     $14.40  
                                                                         =======     ========     ========     ========    =======  
                                                                                                                                    
Maximum Sales Charge (Class A) ......................................       4.50%        4.50%        4.50%        4.50%      4.50% 
                                                                         =======     ========     ========     ========    =======  
Maximum Offering Price (100%/(100%--Maximum Sales Charge) of                                                                        
net asset value adjusted to nearest cent per share (Class A) ........     $11.25       $15.82       $14.68       $13.50     $14.99  
                                                                         =======     ========     ========     ========    =======  
Investments, at cost ................................................    $42,377     $147,891     $199,635     $364,832    $36,014  
                                                                         =======     ========     ========     ========    =======  
</TABLE>                         
- ----------------
    * Redemption price per share varies based on length of time shares are held.

See notes to financial statements.


56


                                    B-308
<PAGE>   614
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                              JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                                (Amounts in Thousands except per share amounts)

                                                                                                                     INTERNATIONAL
                                                                                LARGE                      SMALL        EQUITY    
                                                                               COMPANY     DISCIPLINED    COMPANY       INDEX     
                                                                             GROWTH FUND   VALUE FUND   GROWTH FUND      FUND     
                                                                             -----------   -----------  -----------  -------------
<S>                                                                          <C>           <C>          <C>          <C>          
ASSETS:                                                                                                                           
Investments, at value .....................................................   $533,868      $433,138      $407,369      $222,685  
Repurchase agreements .....................................................     31,322        36,243        12,390         7,750  
                                                                              --------      --------      --------      --------  
                                                                               565,190       469,381       419,759       230,435  
Interest and dividends receivable .........................................      1,230         1,268           215         1,362  
Foreign currency, at value (Cost $80) .....................................                                                   81  
Receivable for short forward foreign currency contracts ...................                                                5,605  
Long forward foreign currency contracts, at value .........................                                               12,477  
Receivable from brokers for investments sold ..............................                   15,695        22,569         8,533  
Receivable for capital shares issued ......................................      2,276         6,221           923           921  
Tax reclaim receivable ....................................................                                                  321  
Organization costs ........................................................          1                                         8  
Prepaid expenses and other assets .........................................         34            77            14            61  
                                                                              --------      --------      --------      --------  
TOTAL ASSETS ..............................................................    568,731       492,642       443,480       259,804  
                                                                              --------      --------      --------      --------  
                                                                                                                                  
LIABILITIES:                                                                                                                      
Cash overdraft ............................................................        387         5,071            94           175  
Dividends payable .........................................................        305           444            38                
Short forward foreign currency contracts, at value ........................                                                5,603  
Payable for long forward foreign currency contracts .......................                                               12,498  
Payable to brokers for investments purchased ..............................      1,405        13,072        15,259        13,951  
Payable for capital shares redeemed .......................................        268           386           288           265  
Payable for variation margin on futures ...................................                                                    5  
Accrued expenses and other payables:                                                                                              
     Investment advisory fees .............................................        338           281           256           102  
     Administration fees ..................................................         77            64            58            31  
     12b-1 fees (Class A) .................................................          5             3             2                
     12b-1 fees (Class B) .................................................          5             9             2             3  
     Other ................................................................                                                  157  
                                                                              --------      --------      --------      --------  
TOTAL LIABILITIES .........................................................      2,790        19,330        15,997        32,790  
                                                                              --------      --------      --------      --------  
                                                                                                                                  
NET ASSETS:                                                                                                                       
Capital ...................................................................    488,658       434,987       357,764       209,788  
Undistributed (distributions in excess of) net investment income                   (10)           43           (11)        2,643  
Net unrealized appreciation from investments ..............................     74,046        28,361        57,258        12,564  
Net unrealized appreciation from translation of assets and 
  liabilities in foreign currencies .......................................                                                   16  
Undistributed net realized gains from investment and foreign
  currency transactions                                                          3,247         9,921        12,472         2,003  
                                                                              --------      --------      --------      --------
NET ASSETS ................................................................   $565,941      $473,312      $427,483      $227,014  
                                                                              ========      ========      ========      ========  
                                                                                                                                  
Net Assets                                                                                                                        
     Fiduciary ............................................................   $531,595      $448,530      $413,518      $218,299  
     Class A ..............................................................     27,428        13,560        11,178         5,028  
     Class B ..............................................................      6,918        11,222         2,787         3,687  
                                                                              --------      --------      --------      --------  
                                                                                                                                  
          Total ...........................................................   $565,941      $473,312      $427,483      $227,014  
                                                                              ========      ========      ========      ========  
                                                                                                                                  
Outstanding shares of beneficial interest                                                                                         
     Fiduciary ............................................................     39,480        33,982        22,469        15,680  
     Class A ..............................................................      1,983         1,026           609           361  
     Class B ..............................................................        507           851           154           269  
                                                                              --------      --------      --------      --------  
          Total ...........................................................     41,970        35,859        23,232        16,310  
                                                                              ========      ========      ========      ========  
                                                                                                                                  
Net asset value                                                                                                                   
     Fiduciary--offering and redemption price per share ...................     $13.47        $13.20        $18.40        $13.93  
                                                                              ========      ========      ========      ========  
     Class A--redemption price per share ..................................     $13.83        $13.22        $18.36        $13.92  
                                                                              ========      ========      ========      ========  
     Class B--offering price per share* ...................................     $13.63        $13.19        $18.14        $13.73  
                                                                              ========      ========      ========      ========  
Maximum Sales Charge (Class A) ............................................      4.50%         4.50%         4.50%         4.50% 
                                                                              ========      ========      ========      ========  
Maximum Offering Price (100%/(100%--Maximum Sales Charge)of net asset
  value adjusted to nearest cent per share (Class A) ..                         $14.48        $13.84        $19.23        $14.58  
                                                                              ========      ========      ========      ========  
Investments, at cost ......................................................   $491,144      $441,020      $362,501      $217,827  
                                                                              ========      ========      ========      ========  
</TABLE>                                                                       
- ---------------
* Redemption price per share varies based on length of time shares are held.

See notes to financial statements.


                                                                              57


                                    B-309
<PAGE>   615
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                       FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands)

                                                                                                    LARGE       BLUE  
                                                                  ASSET     INCOME      EQUITY      COMPANY     CHIP  
                                                               ALLOCATION   EQUITY      INDEX       VALUE      EQUITY 
                                                                  FUND       FUND        FUND       FUND        FUND  
                                                               ----------   ------     -------     -------     ------ 
<S>                                                            <C>          <C>        <C>         <C>         <C>    
INVESTMENT INCOME:                                                                                                    
Interest income ............................................    $1,687     $   397     $   534     $ 1,826     $  114 
Dividend income ............................................       397       7,297       4,924       6,928      1,423 
                                                                ------     -------     -------     -------     ------ 
TOTAL INCOME ...............................................     2,084       7,694       5,458       8,754      1,537 
                                                                ------     -------     -------     -------     ------ 
EXPENSES:                                                                                                             
                                                                                                                      
Investment advisory fees ...................................       283       1,474         563       1,731        440 
Administration fees ........................................        73         336         317         394        100 
12b-1 fees (Class A) .......................................        10          43           7           5         13 
12b-1 fees (Class B) .......................................        25          23           6           4          2 
Custodian and accounting fees ..............................        53          24          68          57         21 
Legal and audit fees .......................................        14          52          62          37         41 
Organization costs .........................................         3           5          36           9          4 
Trustees' fees and expenses ................................         4           4           5           7          4 
Transfer agent fees ........................................        56          60          54          62         54 
Registration and filing fees ...............................        31          37          55          41         27 
Printing costs .............................................        16          18          45          20         17 
Other ......................................................        39           5          41           8         61 
                                                                ------     -------     -------     -------     ------ 
TOTAL EXPENSES BEFORE WAIVERS/REIMBURSEMENTS ...............       607       2,081       1,259       2,375        784 
Less Waivers/Reimbursements ................................      (112)        (19)       (626)        (29)      (161)
                                                                ------     -------     -------     -------     ------ 
NET EXPENSES ...............................................       495       2,062         633       2,346        623 
                                                                ------     -------     -------     -------     ------ 
Net Investment Income ......................................     1,589       5,632       4,825       6,408        914 
                                                                ------     -------     -------     -------     ------ 
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS:                                                                  
Net realized gains (losses) from investment transactions....      (178)     11,040       2,042      28,406      5,053 
Change in unrealized appreciation from investments .........     4,764      20,447      37,018      20,089      2,533 
                                                                ------     -------     -------     -------     ------ 
Net realized/unrealized gains from investments .............     4,586      31,487      39,060      48,495      7,586 
                                                                ------     -------     -------     -------     ------ 
Change in net assets resulting from operations .............    $6,175     $37,119     $43,885     $54,903     $8,500 
                                                                ======     =======     =======     =======     ====== 
</TABLE>                                                       


See notes to financial statements.


58


                                    B-310
<PAGE>   616
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                       FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands)

                                                                    LARGE                   SMALL   INTERNATIONAL
                                                                   COMPANY   DISCIPLINED   COMPANY     EQUITY
                                                                   GROWTH       VALUE      GROWTH       INDEX
                                                                    FUND        FUND        FUND        FUND
                                                                   -------   -----------   -------  ------------
<S>                                                               <C>        <C>           <C>      <C>
INVESTMENT INCOME:
Interest income ................................................   $ 1,563     $ 1,679     $ 2,665     $  273
Dividend income ................................................     7,674      12,663       2,882      4,904
Less foreign withholding taxes .................................                                         (853)
                                                                   -------     -------     -------     ------
TOTAL INCOME ...................................................     9,237      14,342       5,547      4,324
                                                                   -------     -------     -------     ------
EXPENSES:
Investment advisory fees .......................................     2,516       3,306       3,031      1,035
Administration fees ............................................       572         753         691        318
12b-1 fees (Class A) ...........................................        32          40          31         11
12b-1 fees (Class B) ...........................................        23          86          18         31
12b-1 fees (Service) ...........................................         2           1           2          2
Custodian and accounting fees ..................................        54          80          78        364
Legal and audit fees ...........................................        50          49          38         50
Organization costs .............................................                                            3
Trustees' fees and expenses ....................................         6           6           7          6
Transfer agent fees ............................................        76         117          91         88
Registration and filing fees ...................................        61         101          34         58
Printing costs .................................................        42          37          21         26
Other ..........................................................        21          39          13          9
                                                                   -------     -------     -------     ------
TOTAL EXPENSES BEFORE WAIVERS/REIMBURSEMENTS ...................     3,455       4,615       4,055      2,001
Less Waivers/Reimbursements ....................................        (9)        (40)        (16)        (3)
                                                                   -------     -------     -------     ------
NET EXPENSES ...................................................     3,446       4,575       4,039      1,998
                                                                   -------     -------     -------     ------
Net Investment Income ..........................................     5,791       9,767       1,508      2,326
                                                                   -------     -------     -------     ------
REALIZED/UNREALIZED GAINS (LOSSES) FROM INVESTMENTS AND FOREIGN
  CURRENCY TRANSACTIONS:
Net realized gains from investment transactions ................     4,792       9,989      18,881      3,368
Net realized gains from foreign currency transactions ..........                                            5
Change in unrealized appreciation from investments and
  translation of assets and liabilities in foreign currencies ..    70,757      46,373      53,633      2,455
                                                                   -------     -------     -------     ------
Net realized/unrealized gains from investments and foreign
  currency .....................................................    75,549      56,362      72,514      5,828
                                                                   -------     -------     -------     ------
Change in net assets resulting from operations .................   $81,340     $66,129     $74,022     $8,154
                                                                   =======     =======     =======     ======
</TABLE>


See notes to financial statements.


                                                                              59


                                    B-311
<PAGE>   617
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                                 (Amounts in Thousands)

                                                                ASSET
                                                           ALLOCATION FUND         INCOME EQUITY FUND         EQUITY INDEX FUND
                                                         -------------------       -------------------      ---------------------
                                                           YEAR       YEAR           YEAR      YEAR           YEAR       YEAR 
                                                          ENDED      ENDED          ENDED      ENDED         ENDED       ENDED
                                                         JUNE 30,   JUNE 30,       JUNE 30,   JUNE 30,      JUNE 30,    JUNE 30,
                                                           1995       1994           1995       1994          1995        1994
                                                         --------   --------       --------   --------      --------    ---------

<S>                                                      <C>        <C>            <C>        <C>           <C>         <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income .........................     $  1,589   $  1,171       $  5,632   $  6,752      $  4,825    $   3,287
     Net realized gains (losses) from investment
       transactions ................................         (178)       398         11,040      7,053         2,042        2,030
     Net change in unrealized appreciation
       (depreciation) from investments .............        4,764     (2,296)        20,447     (9,083)       37,018       (7,445)
                                                         --------   --------       --------   --------      --------    ---------
Change in net assets resulting from operations .....        6,175       (727)        37,119      4,722        43,885       (2,128)
                                                         --------   --------       --------   --------      --------    ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income ....................       (1,408)    (1,129)        (5,247)    (6,384)       (4,390)      (3,267)
     In excess of net investment income ............                                                            (231)        (381)
     From net realized gains from investment
       transactions ................................                    (151)        (4,994)                  (2,449)      (1,009)
     In excess of net realized gains from investment
       transactions ................................         (175)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income ....................          (97)       (34)          (261)      (333)          (43)         (20)
     In excess of net investment income ............           (2)        (1)           (67)       (15)                        (2)
     From net realized gains from investment
       transactions ................................          (12)        (5)          (329)                     (25)          (6)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
     From net investment income ....................          (69)        (9)           (43)       (12)           (1)          (1)
     In excess of net investment income ............           (2)                       (3)                      (8)
     From net realized gains from investment
       transactions ................................                      (1)           (61)                      (6)
     In excess of net realized gains from investment
       transactions ................................          (12)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:
     From net investment income ....................           (2)                                                (1)
     From net realized gains from investment
     transactions ..................................                                                              (1)
                                                         --------   --------       --------   --------      --------    ---------
Change in net assets from shareholder distributions        (1,779)    (1,330)       (11,005)    (6,744)       (7,155)      (4,686)
                                                         --------   --------       --------   --------      --------    ---------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued ...................       19,304     38,988         39,566    144,396        81,505      118,354
     Dividends reinvested ..........................        1,579      1,254          5,343      3,318         5,467        3,627
     Cost of shares redeemed .......................      (26,161)   (22,893)       (95,398)   (95,794)      (51,442)     (45,079)
                                                         --------   --------       --------   --------      --------    ---------
Change in net assets from share transactions .......       (5,278)    17,349        (50,489)    51,920        35,530       76,902
                                                         --------   --------       --------   --------      --------    ---------
Change in net assets ...............................         (882)    15,292        (24,375)    49,898        72,260       70,088
NET ASSETS:
     Beginning of period ...........................       46,304     31,012        212,555    162,657       167,046       96,958
                                                         --------   --------       --------   --------      --------    ---------
     End of period .................................     $ 45,422   $ 46,304       $188,180   $212,555      $239,306    $ 167,046
                                                         ========   ========       ========   ========      ========    =========

SHARE TRANSACTIONS:
     Issued ........................................        1,931      3,869          2,823     10,640         6,330        9,794
     Reinvested ....................................          158        124            398        244           445          300
     Redeemed ......................................       (2,658)    (2,276)        (6,867)    (7,113)       (4,129)      (3,811)
                                                         --------   --------       --------   --------      --------    ---------
Change in shares ...................................         (569)     1,717         (3,646)     3,771         2,646        6,283
                                                         ========   ========       ========   ========      ========    =========

Undistributed (distributions in excess of net
  investment income included in net assets:
  End of period ....................................     $      8   $     (1)      $     41   $     30      $   (232)   $    (383)
                                                         ========   ========       ========   ========      ========    =========
</TABLE>


See notes to financial statements.


60


                                    B-312
<PAGE>   618
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                     (Amounts in Thousands)

                                                                 LARGE COMPANY             BLUE CHIP             LARGE COMPANY
                                                                   VALUE FUND             EQUITY FUND             GROWTH FUND
                                                              --------------------    --------------------    --------------------
                                                                YEAR        YEAR        YEAR        YEAR        YEAR        YEAR 
                                                               ENDED       ENDED       ENDED       ENDED       ENDED       ENDED
                                                              JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,
                                                                1995        1994        1995        1994        1995        1994
                                                              --------    --------    --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
   Net investment income ...................................  $  6,408    $  2,512    $    914    $  1,841    $  5,791    $  1,231
   Net realized gains from investment transactions .........    28,406      12,637       5,053         200       4,792       1,213
   Change in unrealized appreciation (depreciation) from                
    investments ............................................    20,089     (13,847)      2,533      (2,841)     70,757         594
                                                              --------    --------    --------    --------    --------    --------
Change in net assets resulting from operations .............    54,903       1,302       8,500        (800)     81,340       3,038
                                                              --------    --------    --------    --------    --------    --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:                                
   From net investment income ..............................    (6,371)     (2,395)       (848)     (1,752)     (5,634)     (1,247)
   In excess of net investment income ......................                                                        (3)         (4)
   From net realized gains from investment transactions ....   (10,281)     (3,372)       (313)                 (1,852)     (1,094)
   In excess of net realized gains from investment                      
    transactions ...........................................                                                        (9) 
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                                  
   From net investment income ..............................       (39)         (9)        (45)        (63)       (135)         (1)
   In excess of net investment income ......................        (2)                     (9)         (5)         (4)
   From net realized gains from investment transactions ....       (85)        (13)        (21)                    (16)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                                  
   From net investment income ..............................        (7)                     (1)                    (17)         (1)
   In excess of net investment income ......................                                (1)                     (1)
   From net realized gains from investment transactions ....       (20)                     (1)                    (13)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:                                  
   From net investment income ..............................                                                        (2) 
   From net realized gains from investment transactions ....                                                        (2) 
                                                              --------    --------    --------    --------    --------    --------
Change in net assets from shareholder distributions ........   (16,805)     (5,789)     (1,239)     (1,820)     (7,688)     (2,347)
                                                              --------    --------    --------    --------    --------    --------
CAPITAL TRANSACTIONS:                                                   
   Proceeds from shares issued .............................   212,431     109,753       7,650      61,078     286,721     115,011
   Proceeds from shares issued in connection with                       
     acquisition ...........................................                                                   131,599  
   Dividends reinvested ....................................    10,331       4,038         663       1,329       4,561       2,015
   Cost of shares redeemed .................................   (61,136)    (72,594)    (56,072)    (88,528)    (81,352)     (8,274)
                                                              --------    --------    --------    --------    --------    --------
Change in net assets from share transactions ...............   161,626      41,197     (47,759)    (26,121)    341,529     108,752
                                                              --------    --------    --------    --------    --------    --------
Change in net assets .......................................   199,724      36,710     (40,498)    (28,741)    415,181     109,443
NET ASSETS:                                                             
    Beginning of period ....................................   169,994     133,284      83,418     112,159     150,760      41,317
                                                              --------    --------    --------    --------    --------    --------
    End of period ..........................................  $369,718    $169,994    $ 42,920    $ 83,418    $565,941    $150,760
                                                              ========    ========    ========    ========    ========    ========
SHARE TRANSACTIONS:                                                     
   Issued ..................................................    17,984       9,506         585       4,743      23,461      10,078
   Issued in connection with acquisition ...................                                                    11,070  
   Reinvested ..............................................       924         352          52         103         371         177
   Redeemed ................................................    (5,160)     (6,322)     (4,303)     (6,872)     (6,247)       (724)
                                                              --------    --------    --------    --------    --------    --------
Change in shares ...........................................    13,748       3,536      (3,666)     (2,026)     28,655       9,531
                                                              ========    ========    ========    ========    ========    ========
Undistributed (distributions in excess of) net investment               
income included in net assets:                                          
  End of period ............................................  $      7    $     18    $     31    $     21    $     (9)   $     (4)
                                                              ========    ========    ========    ========    ========    ========
</TABLE>


See notes to financial statements.


                                                                              61


                                    B-313
<PAGE>   619
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                                            (Amounts in Thousands)

                                                                       DISCIPLINED         SMALL COMPANY          INTERNATIONAL
                                                                       VALUE FUND           GROWTH FUND         EQUITY INDEX FUND
                                                                   -------------------   -------------------    ------------------
                                                                       YEAR     YEAR       YEAR       YEAR        YEAR      YEAR
                                                                      ENDED    ENDED      ENDED      ENDED       ENDED     ENDED
                                                                    JUNE 30,  JUNE 30,   JUNE 30,   JUNE 30,    JUNE 30,  JUNE 30,
                                                                      1995      1994       1995       1994        1995      1994
                                                                   ---------  --------   ---------  --------    --------  --------
<S>                                                                <C>        <C>        <C>        <C>         <C>       <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
   Net investment income ........................................  $   9,767  $  7,264   $   1,508  $  1,409    $  2,326  $  1,170
   Net realized gains (losses) from investment and
     foreign currency transactions ..............................      9,989    17,202      18,881    15,467       3,373       (47)
   Net change in unrealized
     appreciation (depreciation) from investments and translation
     of assets and liabilities in foreign currencies ............     46,373   (21,756)     53,633   (26,137)      2,455     7,846
                                                                   ---------  --------   ---------  --------    --------  --------
Change in net assets resulting from operations ..................     66,129     2,710      74,022    (9,261)      8,154     8,969
                                                                   ---------  --------   ---------  --------    --------  --------

DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
   From net investment income ...................................     (9,376)   (7,105)     (1,520)   (1,327)     (1,053)     (754)
   From net realized gains from investment
     transactions ...............................................     (9,434)  (27,343)    (12,826)  (17,239)       (537)      (69)
   In excess of net realized gains from investment
     transactions ...............................................                                                              (54)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
   From net investment income ...................................       (225)     (142)         (8)      (25)        (18)       (7)
   In excess of net investment income ...........................         (3)       (3)         (9)       (6)
   From net realized gains from investment
     transactions ...............................................       (246)     (534)       (287)     (406)        (10)       (1)
   In excess of net realized gains ..............................        (18)      (22)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
   From net investment income ...................................       (107)       (4)                              (17)
   In excess of net investment income ...........................        (11)       (1)
   From net realized gains from investment
     transactions ...............................................       (194)      (17)        (59)                  (10)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:
   From net investment income ...................................         (3)                                         (1)
   From net realized gains from investment
     transactions ...............................................         (3)                   (8)                   (1)
                                                                   ---------  --------   ---------  --------    --------  --------
Change in net assets from shareholder distributions .............    (19,620)  (35,171)    (14,717)  (19,003)     (1,647)     (885)
                                                                   ---------  --------   ---------  --------    --------  --------
CAPITAL TRANSACTIONS:
   Proceeds from shares issued ..................................    129,890   297,230     138,252   244,555     111,465   128,540
   Dividends reinvested .........................................     11,866    24,127       9,304    13,115         845       150
   Cost of shares redeemed ......................................   (149,012)  (70,057)   (178,208)  (69,231)    (41,784)  (22,330)
                                                                   ---------  --------   ---------  --------    --------  --------
Change in net assets from share transactions ....................     (7,256)  251,300     (30,652)  188,439      70,526   106,360
                                                                   ---------  --------   ---------  --------    --------  --------
Change in net assets ............................................     39,253   218,839      28,653   160,175      77,033   114,444
NET ASSETS:
   Beginning of period ..........................................    434,059   215,220     398,830   238,655     149,981    35,537
                                                                   ---------  --------   ---------  --------    --------  --------
   End of period ................................................  $ 473,312  $434,059   $ 427,483  $398,830    $227,014  $149,981
                                                                   =========  ========   =========  ========    ========  ========
SHARE TRANSACTIONS:
   Issued .......................................................     10,433    23,203       8,268    14,235       8,193     9,792
   Reinvested ...................................................        980     1,946         595       783          63        11
   Redeemed .....................................................    (12,030)   (5,536)    (10,620)   (4,096)     (3,090)   (1,672)
                                                                   ---------  --------   ---------  --------    --------  --------

Change in shares ................................................       (617)   19,613      (1,757)   10,922       5,166     8,131
                                                                   =========  ========   =========  ========    ========  ========
Undistributed (distributions in excess of) net
  investment income included in net assets:
  End of period .................................................  $      51  $      9   $      (5) $     24    $  2,060  $    822
                                                                   =========  ========   =========  ========    ========  ========
</TABLE>

See notes to financial statements.


62


                                    B-314
<PAGE>   620
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1995


1.   ORGANIZATION:

     The One Group (the "Trust") is registered under the Investment Company Act
     of 1940, as amended (the "1940 Act"), as a diversified, open-end investment
     company established as a Massachusetts business trust. The Trust is
     registered to offer five classes of shares: Fiduciary, Class A, Class B,
     Institutional and Service. The Trust currently offers twenty-four funds.
     The accompanying financial statements and financial highlights are those of
     the Asset Allocation Fund, the Income Equity Fund, the Equity Index Fund,
     the Large Company Value Fund, the Blue Chip Equity Fund, the Large Company
     Growth Fund, the Disciplined Value Fund, the Small Company Growth Fund and
     the International Equity Index Fund (individually, a "Fund"; collectively,
     the "Funds") only.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies in conformity
     with generally accepted accounting principles consistently followed by the 
     Trust in preparation of its financial statements.

       SECURITY VALUATION

       Listed securities are valued at the last sales price on the principal
       exchange where such securities are traded. Unlisted securities or listed
       securities for which last sales prices are not available are valued at
       the mean of the latest bid and asked priced in the principal market where
       such securities are traded. Short-term investments maturing in 60 days
       or less are valued at amortized cost, which approximates market value.
       Investments for which there are no such quotations or valuations are
       carried at fair value as determined in good faith by or at the direction
       of the Board of Trustees. Futures contracts are valued at the settlement
       price established each day by the board of trade or exchange on which
       they are traded. Options traded on an exchange are valued using the last
       sale price or, in the absence of a sale, the last offering price. Options
       traded over-the-counter are valued using dealer-supplied valuations.

       FOREIGN CURRENCY TRANSLATION

       Investment valuations, other assets and liabilities initially expressed
       in foreign currencies are converted each business day into U.S. dollars
       based upon current exchange rates. Purchases and sales of foreign
       investments and income and expenses are converted into U.S. dollars based
       upon exchange rates prevailing on the respective dates of such
       transactions. That portion of unrealized gains or losses in investments
       due to fluctuations in foreign currency exchange rates is not separately
       disclosed.

       FORWARD FOREIGN CURRENCY CONTRACTS

       Forward foreign currency contracts are valued by the daily exchange rate
       of the underlying currency. Purchases and sales of forward foreign
       currency contracts having the same settlement date and broker are
       presented net on the Statements of Assets and Liabilities. Gains or
       losses on the purchase or sale of forward foreign currency contracts
       having the same settlement date and broker are recognized on the date of
       offset; otherwise gains or losses are recognized on settlement date.

       REPURCHASE AGREEMENTS

       The Funds may invest in repurchase agreements with institutions that the
       Fund's investment advisor has determined are creditworthy. Each
       repurchase agreement is recorded at cost. The Fund requires that the
       securities purchased in a repurchase transaction be transferred to the
       custodian in a manner sufficient to enable the Fund to obtain those
       securities in the event of a counterparty default. The seller, under the
       repurchase agreement, is required to maintain the value of the securities
       held at not less than the repurchase price, including accrued interest.



Continued



                                                                              63


                                    B-315
<PAGE>   621
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


       WRITTEN OPTIONS

       The Funds may write covered call or put options for which premiums
       received are recorded as liabilities and are subsequently adjusted to the
       current value of the options written. Premiums received from writing
       options which expire are treated as realized gains. Premiums received
       from writing options which are exercised or are closed are offset against
       the proceeds received or amount paid on the transaction to determine
       realized gain or loss.

       FUTURES CONTRACTS

       The Funds may enter into futures contracts for the delayed delivery of
       securities at a fixed price at some future date or the change in the
       value of a specified financial index over a predetermined time period.
       Cash or securities are deposited with brokers in order to maintain a
       position. Subsequent payments made or received by the fund based on the
       daily change in the market value of the position are recorded as
       unrealized gain or loss until the contract is closed out, at which time
       the gain or loss is realized.

       INDEXED SECURITIES

       The Funds may invest in indexed securities whose value is linked either
       directly or inversely to changes in foreign currencies, interest rates,
       commodities, indices or other reference instruments. Indexed securities
       may be more volatile than the referenced instrument itself, but any loss
       is limited to the amount of the original investment.

       SECURITY TRANSACTIONS AND RELATED INCOME

       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses on sales of securities are determined on the
       specific identification cost method. Interest income and expenses are
       recognized on the accrual basis. Dividends are recorded on the
       ex-dividend date. Interest income, including any discount or premium, is
       accrued as earned using the effective interest method.

       EXPENSES

       Expenses directly attributable to a Fund are charged directly to that
       Fund, while the expenses which are attributable to more than one fund of
       the Trust are allocated among the respective Funds. Each class of shares
       bears its pro-rata portion of expenses attributable to its series, except
       that each class separately bears expenses related specifically to that
       class, such as distribution fees.

       DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

       Dividends from net investment income are declared and paid monthly for
       all Funds, except the International Equity Index Fund, which declares and
       distributes net investment income annually. Net realized capital gains,
       if any, are distributed at least annually. Dividends are declared
       separately for each class. No class has preferential dividend rights;
       differences in per share dividend rates are generally due to differences
       in separate class expenses.

       Net investment income and net capital gain distributions are determined
       in accordance with income tax regulations which may differ from generally
       accepted accounting principles. These differences are primarily due to
       differing treatments for expiring capital loss carryforwards, foreign
       currency transactions, and deferrals of certain losses.



Continued



64


                                    B-316
<PAGE>   622
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


       ORGANIZATION COSTS

       Costs incurred by the Trust in connection with its organization,
       including the fees and expenses of registering and qualifying its shares
       for distribution have been deferred and are being amortized using the
       straight-line method over a period of five years beginning with the
       commencement of each Fund's operations. All such costs have been
       allocated among the funds of the Trust pro-rata, based on the relative
       net assets of each fund. In the event that any of the initial shares are
       redeemed during such period by any holder thereof, the related fund will
       be reimbursed by such holder for any unamortized organization costs in
       the proportion as the number of initial shares being redeemed bears to
       the number of initial shares outstanding at the time of redemption.

       FEDERAL INCOME TAXES

       Each Fund intends to continue to qualify as a regulated investment
       company by complying with the provisions available to certain investment
       companies as defined in applicable sections of the Internal Revenue Code,
       and to make distributions of net investment income and net realized
       capital gains sufficient to relieve it from all, or substantially all,
       federal income taxes. Withholding taxes on foreign dividends have been
       paid or provided for in accordance with the applicable country's tax
       rules and rates.

       RECLASSIFICATIONS:

       Certain reclassifications have been made to the 1994 financial statements
       and financial highlights in order to conform to the 1995 presentation.

3.   SHARES OF BENEFICIAL INTEREST:

     The Trust is authorized to issue an unlimited number of shares of
     beneficial interest, with no par value which may, without shareholder
     approval, be divided into an unlimited number of series of such shares and
     any series may be classified or reclassified into one or more classes.
     Currently, shares of the Trust are registered to be offered through thirty
     series and five classes: Fiduciary, Class A, Class B, Institutional and
     Service. The Service Shares commenced offering on January 17, 1994 when
     they were designated as "Retirement" Shares. On April 4, 1995, the name of
     the Retirement Shares was changed to "Service" Shares. During the year
     ended June 30, 1995, Service Shares transferred to Class A Shares, and as
     of June 30, 1995, there were no shareholders in the Service Class.
     Shareholders are entitled to one vote for each full share held and will
     vote in the aggregate and not by class or series, except as otherwise
     expressly required by law or when the Board of Trustees has determined that
     the matter to be voted on affects only the interest of shareholders of a
     particular class or series. The following is a summary of transactions in
     Fund shares for the fiscal years ending June 30, 1995 and 1994:



Continued



                                                                              65


                                    B-317
<PAGE>   623
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


         Transactions in capital shares for the Group were as follows:

<TABLE>
<CAPTION>
                             (Amounts in Thousands)

                                            ASSET ALLOCATION FUND            INCOME EQUITY FUND              EQUITY INDEX FUND
                                          ------------------------        ------------------------        ------------------------
                                            YEAR           YEAR             YEAR           YEAR            YEAR            YEAR
                                            ENDED          ENDED            ENDED          ENDED           ENDED           ENDED 
                                           JUNE 30,       JUNE 30,         JUNE 30,       JUNE 30,        JUNE 30,        JUNE 30,
                                            1995           1994             1995           1994            1995            1994
                                          ------------------------        ------------------------        ------------------------
<S>                                       <C>             <C>             <C>             <C>             <C>             <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
     Proceeds from shares issued ......   $ 14,294        $ 35,322        $ 32,862        $138,221        $ 71,441        $116,441
     Dividends reinvested .............      1,386           1,183           4,624           2,965           5,401           3,602
     Shares redeemed ..................    (24,526)        (22,264)        (89,484)        (93,619)        (43,482)        (44,372)
                                          --------        --------        --------        --------        --------        --------
     Change in net assets from
       Fiduciary Share transactions ...   $ (8,846)       $ 14,241        $(51,998)       $ 47,567        $ 33,360        $ 75,671
                                          ========        ========        ========        ========        ========        ========
CLASS A SHARES:
     Proceeds from shares issued ......   $  3,680        $  1,738        $  5,144        $  4,413        $  8,926        $  1,649
     Dividends reinvested .............        111              61             614             341              49              24
     Shares redeemed ..................     (1,101)           (624)         (5,677)         (2,149)         (7,817)           (706)
                                          --------        --------        --------        --------        --------        --------
     Change in net assets from
       Class A Share transactions .....   $  2,690        $  1,175        $     81        $  2,605        $  1,158        $    967
                                          ========        ========        ========        ========        ========        ========
CLASS B SHARES:
     Proceeds from shares issued .. ...   $  1,238        $  1,928        $  1,560        $  1,762        $  1,047        $    251
     Dividends reinvested ......... ...         80              10             105              12              15               1
     Shares redeemed ..................       (432)             (5)           (237)            (26)            (27)
                                          --------        --------        --------        --------        --------        --------
     Change in net assets from
       Class B Share transactions .....   $    886        $  1,933        $  1,428        $  1,748        $  1,035        $    252
                                          ========        ========        ========        ========        ========        ========
SERVICE SHARES:
     Proceeds from shares issued ......   $     92                                                        $     91        $     13
     Dividends reinvested .............          2                                                               2
     Shares redeemed ..................       (102)                                                           (116)             (1)
                                          --------                                                        --------        --------
     Change in net assets from
       Service Share transactions .....   $     (8)                                                       $    (23)       $     12
                                          ========                                                        ========        ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
     Issued ...........................      1,433           3,503           2,362          10,186           5,555           9,633
     Reinvested .......................        139             117             343             218             440             298
     Redeemed .........................     (2,496)         (2,214)         (6,450)         (6,955)         (3,519)         (3,749)
                                          --------        --------        --------        --------        --------        --------
     Change in Fiduciary Shares .......       (924)          1,406          (3,745)          3,449           2,476           6,182
                                          ========        ========        ========        ========        ========        ========

CLASS A SHARES:
     Issued ...........................        364             174             353             323             688             139
     Reinvested .......................         11               6              47              25               4               2
     Redeemed .........................       (108)            (62)           (400)           (156)           (600)            (62)
                                          --------        --------        --------        --------        --------        --------
     Change in Class A Shares .........        267             118               0             192              92              79
                                          ========        ========        ========        ========        ========        ========
CLASS B SHARES:
     Issued ...........................        124             192             108             131              80              21
     Reinvested .......................          8               1               8               1               1
     Redeemed .........................        (44)                            (17)             (2)             (2)
                                          --------        --------        --------        --------        --------        --------
     Change in Class B Shares .........         88             193              99             130              79              21
                                          ========        ========        ========        ========        ========        ========
SERVICE SHARES:
     Issued ...........................         10                                                               7               1
     Reinvested .......................
     Redeemed .........................        (10)                                                             (8)
                                          --------                                                        --------        --------
     Change in Service Shares .........          0                                                              (1)              1
                                          ========                                                        ========        ========
</TABLE>



Continued



66


                                    B-318
<PAGE>   624
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

<TABLE>
<CAPTION>
                         (Amounts in Thousands)

                                                     LARGE COMPANY           BLUE CHIP EQUITY              LARGE COMPANY
                                                      VALUE FUND                   FUND                     GROWTH FUND
                                                 ---------------------     ---------------------       ---------------------
                                                   YEAR       YEAR          YEAR         YEAR           YEAR         YEAR
                                                   ENDED      ENDED         ENDED        ENDED          ENDED        ENDED
                                                  JUNE 30,   JUNE 30,      JUNE 30,     JUNE 30,       JUNE 30,     JUNE 30,
                                                   1995       1994          1995         1994           1995         1994
                                                 ---------------------     ---------------------       ---------------------
<S>                                              <C>         <C>           <C>         <C>             <C>          <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
   Proceeds from shares issued................   $ 201,943    $109,238     $  7,015    $  60,337       $264,563     $114,284
   Proceeds from shares issued in
     connection with acquisition..............                                                          119,883
   Dividends reinvested.......................      10,183       4,015          589        1,252          4,370        2,013
   Shares redeemed............................     (53,653)    (72,500)     (54,774)     (86,345)       (77,903)      (8,273)
                                                 ---------    --------     --------    ---------       --------     --------
     Change in net assets from
       Fiduciary Share transactions...........   $ 158,473    $ 40,753     $(47,170)   $ (24,756)      $310,913     $108,024
                                                 =========    ========     ========    =========       ========     ========

CLASS A SHARES:
   Proceeds from shares issued................   $   9,809    $    324     $    391    $     626       $ 15,491     $    368
   Proceeds from shares issued in
     connection with acquisition..............                                                           11,716
   Dividends reinvested.......................         121          22           71           77            154            1
   Shares redeemed............................      (7,394)        (89)      (1,289)      (2,183)        (2,767)
                                                 ---------    --------     --------    ---------       --------     --------
   Change in net assets from
     Class A Share transactions...............   $   2,536    $    257     $   (827)   $  (1,480)      $ 24,594     $    369
                                                 =========    ========     ========    =========       ========     ========

CLASS B SHARES:
   Proceeds from shares issued................   $     679    $    191     $    244    $     115       $  6,304     $    335
   Dividends reinvested.......................          27           1            3                          32            1
   Shares redeemed............................         (89)         (5)          (9)                       (247)          (1)
                                                 ---------    --------     --------    ---------       --------     --------
   Change in net assets from
     Class B Share transactions...............   $     617    $    187     $    238    $     115       $  6,089     $    335
                                                 =========    ========     ========    =========       ========     ========
SERVICE SHARES:
   Proceeds from shares issued................                                                         $    363     $     24
   Dividends reinvested.......................                                                                5
   Shares redeemed............................                                                             (435)
                                                                                                       --------     --------
   Change in net assets from
     Service Share transactions...............                                                         $    (67)    $     24
                                                                                                       ========     ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
   Issued.....................................      17,128       9,463          537        4,689         21,755       10,015
   Issued in connection with acquisition......                                                           10,108
   Reinvested.................................         911         350           46           97            357          177
   Redeemed...................................      (4,551)     (6,314)      (4,204)      (6,707)        (5,992)        (724)
                                                 ---------    --------     --------    ---------       --------     --------
   Change in Fiduciary Shares.................      13,488       3,499       (3,621)      (1,921)        26,228        9,468
                                                 =========    ========     ========    =========       ========     ========
CLASS A SHARES:
   Issued.....................................         800          27           29           45          1,182           32
   Issued in connection with acquisition......                                                              962
   Reinvested.................................          11           2            6            6             12
   Redeemed...................................        (601)         (8)         (98)        (165)          (205)
                                                 ---------    --------     --------    ---------       --------     --------
   Change in Class A Shares...................         210          21          (63)        (114)         1,951           32
                                                 =========    ========     ========    =========       ========     ========
CLASS B SHARES:
   Issued.....................................          56          16           19            9            494           29
   Reinvested.................................           2                                                    2
   Redeemed...................................          (8)                      (1)                        (18)
                                                 ---------    --------     --------    ---------       --------     --------
   Change in Class B Shares...................          50          16           18            9            478           29
                                                 =========    ========     ========    =========       ========     ========

SERVICE SHARES:
   Issued.....................................                                                               30            2
   Reinvested.................................
   Redeemed...................................                                                              (32)
                                                                                                       --------     --------
   Change in Service Shares ..................                                                               (2)           2
                                                                                                       ========     ========
</TABLE>

Continued

                                                                              67

                                    B-319
<PAGE>   625
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

<TABLE>
<CAPTION>
                             (Amounts in Thousands)

                                                                                                      INTERNATIONAL
                                           DISCIPLINED VALUE            SMALL COMPANY                  EQUITY INDEX
                                                 FUND                    GROWTH FUND                      FUND
                                        -----------------------      ------------------------     ------------------------
                                          YEAR         YEAR           YEAR           YEAR           YEAR         YEAR
                                          ENDED        ENDED          ENDED          ENDED          ENDED        ENDED
                                         JUNE 30,     JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,     JUNE 30,
                                          1995          1994           1995           1994           1995         1994
                                        -----------------------      ------------------------     ------------------------
<S>                                     <C>           <C>            <C>            <C>           <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
   Proceeds from shares issued ......   $ 117,175     $ 283,462      $ 120,166      $ 238,831     $ 104,876      $ 124,128
   Dividends reinvested .............      11,069        23,408          8,942         12,686           788            147
   Shares redeemed ..................    (142,398)      (68,767)      (162,832)       (67,230)      (39,348)       (21,984)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in net assets from
     Fiduciary Share transactions ...   $ (14,154)    $ 238,103      $ (33,724)     $ 184,287     $  66,316      $ 102,291
                                        =========     =========      =========      =========     =========      =========

CLASS A SHARES:
   Proceeds from shares issued ......   $   6,626     $   8,097      $  16,237      $   4,402     $   3,817      $   1,905
   Dividends reinvested .............         482           696            296            429            28
   Shares redeemed ..................      (5,134)       (1,257)       (14,784)        (1,917)       (1,301)           (31)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in net assets from
     Class A Share transactions .....   $   1,974     $   7,536      $   1,749      $   2,914     $   2,544      $   1,874
                                        =========     =========      =========      =========     =========      =========

CLASS B SHARES:
   Proceeds from shares issued ......   $   5,594     $   5,622      $   1,368      $   1,284     $   2,243      $   2,433
   Dividends reinvested .............         309            23             58                           27              3
   Shares redeemed ..................        (903)          (33)           (45)           (83)         (506)          (315)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in net assets from
     Class B Share transactions .....   $   5,000     $   5,612      $   1,381      $   1,201     $   1,764      $   2,121
                                        =========     =========      =========      =========     =========      =========
SERVICE SHARES:
   Proceeds from shares issued ......   $     495     $      49      $     481      $      38     $     529      $      74
   Dividends reinvested .............           6                            8                            2
   Shares redeemed ..................        (577)                        (547)            (1)         (629)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in net assets from
     Service Share transactions .....   $     (76)    $      49      $     (58)     $      37     $     (98)     $      74
                                        =========     =========      =========      =========     =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
   Issued ...........................       9,425        22,092          7,209         13,900         7,711          9,457
   Reinvested .......................         913         1,888            571            757            59             11
   Redeemed .........................     (11,504)       (5,429)        (9,719)        (3,977)       (2,910)        (1,646)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in Fiduciary Shares .......      (1,166)       18,551         (1,939)        10,680         4,860          7,822
                                        =========     =========      =========      =========     =========      =========
CLASS A SHARES:
   Issued ...........................         521           656            949            257           277            187
   Reinvested .......................          40            56             19             26             2
   Redeemed .........................        (409)         (104)          (867)          (114)          (96)           (24)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in Class A Shares .........         152           608            101            169           183            163
                                        =========     =========      =========      =========     =========      =========

CLASS B SHARES:
   Issued ...........................         447           451             82             76           165            142
   Reinvested .......................          26             2              4                            2
   Redeemed .........................         (72)           (3)            (3)            (5)          (38)            (2)
                                        ---------     ---------      ---------      ---------     ---------      ---------
   Change in Class B Shares .........         401           450             83             71           129            140
                                        =========     =========      =========      =========     =========      =========

SERVICE SHARES:
   Issued ...........................          40             4             28              2            40              6
   Reinvested .......................           1                            1
   Redeemed .........................         (45)                         (31)                         (46)
                                        ---------     ---------      ---------      ---------     ---------      ---------
     Change in Service Shares .......          (4)            4             (2)             2            (6)             6
                                        =========     =========      =========      =========     =========      =========
</TABLE>



Continued



68


                                    B-320
<PAGE>   626
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


4.   INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

     The Trust and Banc One Investment Advisors Corporation (the "Advisor") are
     parties to an investment advisory agreement under which the Advisor is
     entitled to a fee, computed daily and paid monthly, at the annual rate of
     0.74% of the average net assets of the Income Equity Fund, the Disciplined
     Value Fund, the Small Company Growth Fund, the Blue Chip Equity Fund, the
     Large Company Value Fund, and the Large Company Growth Fund; 0.65% of the
     average daily net assets of the Asset Allocation Fund; 0.55% of the average
     daily net assets of the International Equity Index Fund; and 0.30% of the
     average daily net assets of the Equity Index Fund.

     The Trust and 440 Financial Group of Worcester ("440 Financial") are
     parties to an administrative agreement under which 440 Financial (the
     "Administrator") provides services for a fee that is computed daily and
     payable monthly, at an annual rate of 0.20% on the first $1.5 billion of
     the combined average net assets of the Funds and other funds offered by the
     Trust; 0.18% on the next $0.5 billion of the combined average net assets
     and 0.16% on the combined average net assets over $2 billion. Effective
     April 1, 1995, The Shareholder Services Group, Inc, d/b/a 440 Financial
     became the Administrator to the Trust. Also effective April 1, 1995, the
     Advisor became the Sub-Administrator pursuant to an agreement between the
     Administrator and the Advisor. The Advisor assumed many of the
     administrative duties, for which it receives a fee paid by the
     Administrator.

     The Trust has adopted a distribution and shareholder services plan (the
     "Plan") on behalf of the Class A, Class B and Service Class Shares pursuant
     to Rule 12b-1 under the 1940 Act. 440 Financial Distributors, Inc. (the
     "Distributor") acts as the distributor of the Trust's shares. The
     Distributor receives an annual fee for its services of 0.35%, 1.00%, and
     0.75% of the average daily net assets of the Class A, Class B, and Service
     Class Shares, respectively. These fees are used by the Distributor to pay
     banks, including affiliates of the Advisor, other institutions and
     broker/dealers, or to reimburse the Distributor for expenses incurred for
     providing distribution or shareholder assistance. The Distributor has
     voluntarily agreed to limit its fees for the Class A Shares to an annual
     rate of 0.25% of the average daily net assets of the Class A Shares of each
     Fund.

     Certain officers of the Trust are also officers of the Administrator and/or
     Distributor. Such officers receive no compensation from the Funds for
     serving in their respective roles.

     The Advisor, Administrator, and Distributor voluntarily agreed to waive a
     portion of their fees and to reimburse the Funds for certain expenses so
     that total expenses of each Fund would not exceed certain annual expense
     limitations. For the year ended June 30, 1995, fees is the following
     amounts were waived or reimbursed to the Funds:


<TABLE>
<CAPTION>
                                                    (AMOUNTS IN THOUSANDS)
                                           ----------------------------------------
                                              ASSET        INCOME 
                                           ALLOCATION      EQUITY      EQUITY INDEX
                                              FUND          FUND           FUND
                                           ----------      -------     ------------
     <S>                                      <C>            <C>           <C>    
     INVESTMENT ADVISORY FEES:
     Waivers/reimbursements .........         $104           $ 7           $428
     ADMINISTRATION FEES:
     Waivers/reimbursements .........         $  5                         $196
     12b-1 FEES (CLASS A):
     Waivers/reimbursements .........         $  3           $12           $  2
</TABLE>


Continued


                                                                              69


                                    B-321
<PAGE>   627
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


<TABLE>
<CAPTION>
                                                          LARGE                       LARGE
                                                         COMPANY       BLUE CHIP     COMPANY 
                                                          VALUE         EQUITY       GROWTH
                                                          FUND           FUND         FUND
                                                         -------       ---------     -------
     <S>                                                 <C>           <C>          <C>    
     INVESTMENT ADVISORY FEES:                                      
     Waivers/reimbursements .............                                $158
     ADMINISTRATION FEES:                                           
     Waivers/reimbursements .............                  $ 27    
     12b-1 FEES (CLASS A):                                          
     Waivers/reimbursements .............                  $  2          $  3          $  9
                                                                   
  
<CAPTION>
                                                                        SMALL  
                                                       DISCIPLINED     COMPANY   INTERNATIONAL
                                                          VALUE        GROWTH     EQUITY INDEX 
                                                          FUND          FUND         FUND
                                                       -----------     -------   -------------
     <S>                                                 <C>           <C>          <C>    
     INVESTMENT ADVISORY FEES:                                       
     Waivers/reimbursements .............                   $ 29         $  7
     12b-1 FEES (CLASS A):                                           
     Waivers/reimbursements .............                   $ 11         $  9          $  3
</TABLE>                                                            
                                     

5.   SECURITIES TRANSACTIONS:

     The cost of security purchases and the proceeds from the sale of securities
     (excluding short-term securities and purchased options) during the year
     ended June 30, 1995 were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                               U.S. GOVERNMENT
                                                 SECURITIES              OTHER SECURITIES
                                           ---------------------      ---------------------
                                           PURCHASES      SALES       PURCHASES      SALES
                                           ---------     -------      ---------     -------
     <S>                                    <C>          <C>           <C>          <C>    
     Asset Allocation Fund ..............   $11,983      $17,908       $28,959      $33,031
     Income Equity Fund .................                                7,902       62,561
     Equity Index Fund ..................                               35,702        4,867
     Large Company Value Fund ...........                              532,400      422,145
     Blue Chip Equity Fund ..............                                1,502       45,874
     Large Company Growth Fund ..........                              361,714       45,549
     Disciplined Value Fund .............                              742,291      777,887
     Small Company Growth Fund ..........                              484,291      504,311
     International Equity Index Fund ....                               99,661       22,646
</TABLE>                              


6.   FINANCIAL INSTRUMENTS:

     Investing in financial instruments such as written options, futures and
     sales of forward foreign currency contracts involves risk in excess of the
     amounts reflected in the Statements of Assets and Liabilities. The face or
     contract amounts reflect the extent of the involvement the Funds have in
     the particular class of instrument. Risks associated with these instruments
     include an imperfect correlation between the movements in the price of the
     instruments and the price of the underlying securities and interest rates,
     an illiquid secondary market for the instruments or inability of
     counterparties to perform under the terms of the contract, and changes in
     the value of currency relative to the U.S. dollar. The Funds enter into
     these contracts primarily as a means to hedge against adverse fluctuation
     in securities.


Continued


70


                                    B-322
<PAGE>   628
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995



     The following is a summary of written option activity for the year ended
     June 30, 1995 by the Large Company Value Fund (amounts in thousands):


<TABLE>
<CAPTION>
                                                          PRINCIPAL AMOUNTS 
                                                             OF CONTRACTS         PREMIUMS
                                                          -----------------       --------
     <S>                                                       <C>                 <C>    
     Balance at beginning of year ......................           50              $    77
     Options written ...................................        1,399                2,199
     Options closed ....................................       (1,111)              (1,678)
     Options exercised .................................         (233)                (356)
                                                               ------              -------
     Options outstanding at end of period ..............          105              $   242
                                                               ======              =======
 
<CAPTION>
                                                          PRINCIPAL AMOUNTS 
                                                             OF CONTRACTS           VALUE
                                                          -----------------       --------
     <S>                                                          <C>              <C>    
     Options outstanding at end of period consist of:
         Apple Computer, $45, 7/24/95 ..................           25              $    63
         Apple Computer, $40, 7/24/95 ..................           25                  165
         ASA LTD, $45, 7/24/95 .........................           25                    6
         Chrysler Corp, $45, 7/24/95 ...................           25                   75
         Temple Inland, $45, 7/24/95 ...................            5                   14
                                                               ------              -------
            Total ......................................          105              $   323
                                                               ======              =======
</TABLE>


7.   CONCENTRATION OF CREDIT RISK:

     The International Equity Index Fund has a relatively large concentration of
     securities invested in companies domiciled in Japan. The Fund may be more
     susceptible to the political, social and economic events adversely
     affecting the Japanese companies than funds not so concentrated.

8.   FEDERAL TAX INFORMATION:

     The accompanying table below details distributions from long-term capital
     gains for the following funds for the fiscal year ended June 30, 1995
     (amounts in thousands):

<TABLE>
      <S>                                                                          <C>    
      Asset Allocation Fund .....................................................  $   111
      Income Equity Fund ........................................................    5,384
      Equity Index Fund .........................................................    2,456
      Large Company Value Fund ..................................................    5,759
      Blue Chip Equity Fund .....................................................      335
      Large Company Growth Fund .................................................      999
      Disciplined Value Fund ....................................................    2,079
      Small Company Growth Fund .................................................   13,180
      International Equity Index Fund ...........................................      395
</TABLE>



     Under current tax law, capital losses realized after October 31 may be
     deferred and treated as occurring on the first day of the following fiscal
     year. The Asset Allocation Fund had approximately $247,000 deferred losses
     that will be treated as arising on the first day of the fiscal year ended
     June 30, 1996.



Continued



                                                                              71


                                    B-323
<PAGE>   629
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995



9.   REORGANIZATION:

     On October 7, 1994, the Board of Trustees approved an agreement and plan of
     reorganization for the acquisition of the Trademark Funds by the Trust.
     Under the agreement and plan of reorganization, all assets and liabilities
     of the Trademark Equity Fund (the "Acquired Fund") were acquired by the
     Large Company Growth Fund in exchange for shares of the Large Company
     Growth Fund. The reorganization, which qualified as a tax-free exchange for
     federal income tax purposes, was completed following approval by the
     shareholders of the Trademark Equity Fund. The following is a summary of
     Shares Outstanding, Net Assets, Unrealized Appreciation and Net Asset Value
     per share immediately before and after the reorganization (amounts in
     thousands except net asset value):


<TABLE>
<CAPTION>
                                                                            AFTER
                                    BEFORE REORGANIZATION              REORGANIZATION
                                --------------------------------       --------------
                                                       LARGE               LARGE 
                                 TRADEMARK EQUITY     COMPANY             COMPANY
                                       FUND          GROWTH FUND         GROWTH FUND
                                ----------------     -----------       --------------
     <S>                           <C>                <C>             <C>    
     Shares: ................      *   12,666            23,627          34,697
     Net Assets: ............      *$ 131,599         $ 280,424       $ 412,023
     Net Asset Value:                                                   
       Fiduciary ............      *$   10.39         $   11.87       $   11.87
       Class A ..............                             12.18           12.18         
     Unrealized Appreciation:       $   3,072         $  11,501       $  14,573
</TABLE>

- --------

* Before the reorganization, the Acquired Fund offered only one class of shares.

On May 22, 1995, the Board of Trustees approved a Plan of Reorganization
pursuant to which the Blue Chip Equity Fund would be merged with and into the
Large Company Growth Fund on or about September 1, 1995. On the exchange date,
the Blue Chip Equity Fund will transfer all of its assets and liabilities to the
Large Company Growth Fund in exchange for shares of the Large Company Growth
Fund. The reorganization, which qualifies as a tax-free exchange for federal
income tax purposes, must be approved by the shareholders of the Blue Chip
Equity Fund, at a shareholders' meeting on August 28, 1995.



Continued



72


                                    B-324
<PAGE>   630
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

10. ELIGIBLE DISTRIBUTIONS (UNAUDITED):

    The Trust designates the following eligible distributions for the dividends
    received deductions for corporations:


<TABLE>
<CAPTION>
                                                      ASSET                INCOME
                                                    ALLOCATION             EQUITY                EQUITY
                                                       FUND                 FUND               INDEX FUND
                                                   -----------           -----------           -----------
<S>                                                <C>                   <C>                   <C>
    Dividend Income ........................       $   396,726           $ 7,296,582           $ 4,924,307
    Dividend Income Per Share--Fiduciary ...             0.070                 0.379                 0.280
    Dividend Income Per Share--Class A .....             0.063                 0.038                 0.253
    Dividend Income Per Share--Class B .....             0.053                 0.256                 0.171

<CAPTION>
                                                                                                  LARGE
                                                      LARGE               BLUE CHIP              COMPANY
                                                     COMPANY               EQUITY                GROWTH
                                                    VALUE FUND              FUND                  FUND
                                                   -----------           -----------           -----------
<S>                                                <C>                   <C>                   <C>
    Dividend Income ........................       $ 6,927,555           $ 1,422,529           $ 7,673,650
    Dividend Income Per Share--Fiduciary ...             0.253                 0.194                 0.166
    Dividend Income Per Share--Class A .....             0.230                 0.176                 0.141
    Dividend Income Per Share--Class B .....             0.135                 0.120                 0.075

<CAPTION>
                                                                                                  SMALL
                                                                                                 COMPANY
                                                                         DISCIPLINED             GROWTH
                                                                          VALUE FUND              FUND
                                                                         -----------           -----------
<S>                                                                      <C>                   <C>
    Dividend Income ...........................................          $12,662,513           $ 2,881,817
    Dividend Income Per Share--Fiduciary ......................                0.238                 0.031
    Dividend Income Per Share--Class A ........................                0.212                 0.016
    Dividend Income Per Share--Class B ........................                0.141                 0.000
</TABLE>

The International Equity Index Fund elects to pass on the benefits of the
foreign tax credit to its shareholders for the year ended June 30, 1995. The
following information is provided with respect to the election:

<TABLE>
<S>                                                                                            <C>
Gross Income From Foreign Countries .................................................          $ 4,904,720
Gross Income From Foreign Countries Per Share .......................................          $      0.30
Income Taxes Paid To Foreign Countries ..............................................          $   853,438
Income Taxes Paid To Foreign Countries Per Share ....................................          $      0.05
</TABLE>


                                                                              73


                                    B-325
<PAGE>   631
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                             ASSET ALLOCATION FUND
                                                ------------------------------------------------------------------------------------
                                                                               YEAR ENDED JUNE 30,
                                                ------------------------------------------------------------------------------------
                                                                        1995                                             1994
                                                ---------------------------------------------------     ----------------------------
                                                FIDUCIARY      CLASS A       CLASS B    SERVICE (f)     FIDUCIARY       CLASS A
                                                ---------      -------       -------    -----------     ---------       -------
<S>                                             <C>            <C>           <C>        <C>             <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD .........................  $  9.64       $  9.65       $  9.67      $  9.62         $ 10.06       $ 10.06
                                                 -------       -------       -------      -------         -------       -------
Investment Activities
  Net investment income .......................     0.38          0.35          0.27         0.22            0.29          0.27
  Net realized and unrealized gains(losses)
     from investments .........................     1.12          1.13          1.14         1.05           (0.38)        (0.38)
                                                 -------       -------       -------      -------         -------       -------
Total from Investment Activities ..............     1.50          1.48          1.41         1.27           (0.09)        (0.11)
                                                 -------       -------       -------      -------         -------       -------
Distributions
  Net investment income .......................    (0.37)        (0.34)        (0.27)       (0.22)          (0.29)        (0.26)
  In excess of net investment income ..........                  (0.01)        (0.01)       (0.02)
  Net realized gains ..........................                  (0.04)                                     (0.04)        (0.04)
  In excess of net realized gains .............    (0.04)                      (0.04)       (0.04)
                                                 -------       -------       -------      -------         -------       -------
Total Distributions ...........................    (0.41)        (0.39)        (0.32)       (0.28)          (0.33)        (0.30)
                                                 -------       -------       -------      -------         -------       -------
NET ASSET VALUE,
  END OF PERIOD ...............................  $ 10.73       $ 10.74       $ 10.76      $ 10.61         $  9.64       $  9.65
                                                 =======       =======       =======      =======         =======       =======
Total Return (excludes sales charge) ..........    16.06%        15.76%        14.90%         (f)           (1.01)%       (1.19)%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ...........  $37,658       $ 4,745       $ 3,019                      $42,751       $ 1,691
  Ratio of expenses to average net assets .....     1.06%         1.31%         2.07%        1.72%(b)        1.06%         1.33%
  Ratio of net investment income to average net
     assets ...................................     3.72%         3.57%         2.77%        3.06%(b)        2.91%         2.68%
  Ratio of expenses to average net assets* ....     1.31%         1.66%         2.31%        1.98%(b)        1.33%         1.67%
  Ratio of net investment income to average net
     assets* ..................................     3.47%         3.23%         2.52%        2.79%(b)        2.64%         2.34%
  Portfolio turnover ..........................   115.36%       115.36%       115.36%      115.36%          56.55%        56.55%
</TABLE>

<TABLE>
<CAPTION>
                                                        ASSET ALLOCATION FUND
                                                -------------------------------------------
                                                           YEAR ENDED JUNE 30,
                                                -------------------------------------------
                                                   1994                     1993
                                                -------------------------------------------
                                                CLASS B(d)     FIDUCIARY (a)    CLASS A (c)
                                                ----------     -------------    -----------
<S>                                             <C>            <C>              <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD .........................  $ 10.37         $ 10.00          $ 10.00
                                                 -------         -------          -------
Investment Activities
  Net investment income .......................     0.08            0.07             0.05
  Net realized and unrealized gains(losses)
     from investments .........................    (0.70)           0.06             0.07
                                                 -------         -------          -------
Total from Investment Activities ..............    (0.62)           0.13             0.12
                                                 -------         -------          -------
Distributions
  Net investment income .......................    (0.08)          (0.07)           (0.06)
  In excess of net investment income ..........
  Net realized gains ..........................
  In excess of net realized gains .............
                                                 -------         -------          -------
Total Distributions ...........................    (0.08)          (0.07)           (0.06)
                                                 -------         -------          -------
NET ASSET VALUE,
  END OF PERIOD ...............................  $  9.67         $ 10.06          $ 10.06
                                                 =======         =======          =======
Total Return (excludes sales charge) ..........    (5.98)%(e)       5.45%(b)         5.23%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ...........  $ 1,862         $30,441          $   571
  Ratio of expenses to average net assets .....     2.40%(b)        0.90%(b)         1.15%(b)
  Ratio of net investment income to average net
     assets ...................................     1.99%(b)        3.03%(b)         2.84%(b)
  Ratio of expenses to average net assets* ....     2.40%(b)        1.34%(b)         1.62%(b)
  Ratio of net investment income to average net
     assets* ..................................     1.99%(b)        2.59%(b)         2.37%(b)
  Portfolio turnover ..........................    56.55%           4.05%            4.05%


<FN>
- ----------
*    During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  Fiduciary Shares commenced offering on April 5, 1993.
(b)  Annualized.
(c)  Class A Shares commenced offering on April 2, 1993.
(d)  Class B Shares commenced offering on January 14, 1994.
(e)  Not Annualized
(f)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 13.25%.
</TABLE>


See notes to financial statements.

74


                                    B-326
<PAGE>   632
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                 INCOME EQUITY FUND
                                                  ----------------------------------------------------------------------------------
                                                                                  YEAR ENDED JUNE 30,
                                                  ----------------------------------------------------------------------------------
                                                                   1995                                     1994
                                                  -------------------------------------     -------------------------------------
                                                  FIDUCIARY       CLASS A       CLASS B     FIDUCIARY      CLASS A     CLASS B(c)
                                                  ---------       -------       -------     ---------      -------     ----------
<S>                                               <C>            <C>           <C>          <C>           <C>          <C>
 NET ASSET VALUE,
  BEGINNING OF PERIOD .........................   $  13.22       $  13.20      $  13.23     $  13.21      $  13.20     $  13.83
                                                  --------       --------      --------     --------      --------     --------
Investment Activities
  Net investment income .......................       0.40           0.03          0.26         0.39          0.36         0.11
  Net realized and unrealized gains(losses)
     from investments .........................       2.28           2.29          2.29         0.01                      (0.60)
                                                  --------       --------      --------     --------      --------     --------
Total from Investment Activities ..............       2.68           2.32          2.55         0.40          0.36        (0.49)
                                                  --------       --------      --------     --------      --------     --------
Distributions
  Net investment income .......................      (0.40)         (0.03)        (0.25)       (0.39)        (0.34)       (0.11)
  In excess of net investment income ..........                     (0.01)        (0.02)                     (0.02)
  Net realized gains ..........................      (0.37)         (0.37)        (0.37)
                                                  --------       --------      --------     --------      --------     --------
Total Distributions ...........................      (0.77)         (0.41)        (0.64)       (0.39)        (0.36)       (0.11)
                                                  --------       --------      --------     --------      --------     --------
NET ASSET VALUE,
  END OF PERIOD ...............................   $  15.13       $  15.11      $  15.14     $  13.22      $  13.20     $  13.23
                                                  ========       ========      ========     ========      ========     ========
Total Return (excludes sales charge) ..........      21.04%         20.79%        19.91%        3.27%         2.95%       (3.37)%(d)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ...........   $170,919       $ 13,793      $  3,468     $198,787      $ 12,054     $  1,714
  Ratio of expenses to average net assets .....       1.01%          1.26%         2.01%        0.98%         1.23%        1.95%(b)
  Ratio of net investment income to average net
     assets ...................................       2.85%          2.61%         1.88%        3.18%         3.01%        2.70%(b)
  Ratio of expenses to average net assets* ....       1.01%          1.36%         2.02%        1.05%         1.40%        1.95%(b)
  Ratio of net investment income to average net
     assets* ..................................       2.85%          2.51%         1.87%        3.11%         2.84%        2.70%(b)
  Portfolio turnover ..........................       4.03%          4.03%         4.03%       22.69%        22.69%       22.69%
</TABLE>

<TABLE>
<CAPTION>
                                                                            INCOME EQUITY FUND
                                                  --------------------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                  --------------------------------------------------------------------
                                                             1993                      1992                    1991
                                                  ------------------------    ------------------------       ---------
                                                  FIDUCIARY        CLASS A    FIDUCIARY     CLASS A(a)       FIDUCIARY
                                                  ---------        -------    ---------     ----------       ---------
<S>                                               <C>             <C>         <C>           <C>             <C>
 NET ASSET VALUE,
  BEGINNING OF PERIOD .........................    $  12.24       $  12.23     $  11.35       $ 12.34       $    11.06
                                                   --------       --------     --------       -------       ----------
Investment Activities
  Net investment income .......................        0.43           0.40         0.49          0.20             0.54
  Net realized and unrealized gains(losses)
     from investments .........................        0.97           0.98         0.90         (0.10)            0.26
                                                   --------       --------     --------       -------       ----------
Total from Investment Activities ..............        1.40           1.38         1.39          0.10             0.80
                                                   --------       --------     --------       -------       ----------
Distributions
  Net investment income .......................       (0.43)         (0.41)       (0.50)        (0.21)           (0.51)
  In excess of net investment income ..........
  Net realized gains ..........................
                                                   --------       --------     --------       -------       ----------
Total Distributions ...........................       (0.43)         (0.41)       (0.50)        (0.21)           (0.51)
                                                   --------       --------     --------       -------       ----------
NET ASSET VALUE,
  END OF PERIOD ...............................    $  13.21       $  13.20     $  12.24       $ 12.23       $    11.35
                                                   ========       ========     ========       =======       ==========
Total Return (excludes sales charge) ..........       11.56%         11.38%       12.36%         2.16%(b)         7.48%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ...........    $153,144       $  9,513     $125,050       $   118       $   73,552
  Ratio of expenses to average net assets .....        0.90%          1.11%        0.70%         1.29%(b)         0.42%
  Ratio of net investment income to average net
     assets ...................................        3.37%          3.32%        4.12%         3.97%(b)         4.80%
  Ratio of expenses to average net assets* ....        1.07%          1.43%        1.23%         1.49%(b)         1.16%
  Ratio of net investment income to average net
     assets* ..................................        3.20%          3.00%        3.59%         3.77%(b)         4.06%
  Portfolio turnover ..........................        7.53%          7.53%        5.99%         5.99%            9.36%

<FN>
- ----------
  *  During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  Class A Shares commenced offering on February 18, 1992.
(b)  Annualized.
(c)  Class B Shares commenced offering on January 14, 1994.
(d)  Not Annualized.
</TABLE>


See notes to financial statements.

                                                                              75


                                    B-327
<PAGE>   633
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- ------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                    EQUITY INDEX FUND
                                               -----------------------------------------------------------------------------------
                                                                                   YEAR ENDED JUNE 30,
                                               -----------------------------------------------------------------------------------
                                                                  1995                                          1994
                                               -----------------------------------------      ------------------------------------
                                               FIDUCIARY    CLASS A   CLASS B   SERVICE(f)      FIDUCIARY     CLASS A   CLASS B(d)
                                               ---------    -------   -------   ----------      ---------     -------   ----------
<S>                                            <C>          <C>       <C>       <C>             <C>           <C>       <C>
 NET ASSET VALUE,
  BEGINNING OF PERIOD ......................   $  11.59     $11.59     $11.61     $11.51        $  11.92      $11.91     $12.39
                                               --------     ------     ------     ------        --------      ------     ------
Investment Activities
  Net investment income ....................       0.32       0.29       0.18       0.13            0.29        0.28       0.09
  Net realized and unrealized gains (losses)
     from investments ......................       2.59       2.58       2.61       2.36           (0.20)      (0.20)     (0.78)
                                               --------     ------     ------     ------        --------      ------     ------
Total from Investment Activities ...........       2.91       2.87       2.79       2.49            0.09        0.08      (0.69)
                                               --------     ------     ------     ------        --------      ------     ------ 
Distributions
  Net investment income ....................      (0.29)     (0.28)     (0.19)     (0.19)          (0.29)      (0.27)     (0.09)
  In excess of net investment income .......      (0.02)                           (0.01)          (0.04)      (0.04)
  Net realized gains .......................      (0.16)     (0.16)     (0.16)     (0.10)          (0.09)      (0.09)     
  In excess of net realized gains ..........                                       (0.06)
                                               --------     ------     ------     ------        --------      ------     ------
Total Distributions ........................      (0.47)     (0.44)     (0.35)     (0.36)          (0.42)      (0.40)     (0.09)
                                               --------     ------     ------     ------        --------      ------     ------ 
NET ASSET VALUE,
  END OF PERIOD ............................   $  14.03     $14.02     $14.05     $13.64        $  11.59      $11.59     $11.61
                                               ========     ======     ======     ======        ========      ======     ======
Total Return (excludes sales charge) .......      25.79%     25.43%     24.58%       (f)            0.63%       0.56%     (5.57)%(e)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ........   $234,895     $3,003     $1,408                   $165,370      $1,416     $  248
  Ratio of expenses to average
     net assets ............................       0.33%      0.56%      1.34%      1.01%(b)        0.46%       0.62%      1.10%(b)
  Ratio of net investment income to average
     net assets ............................       2.57%      2.38%      1.60%      2.18%(b)        2.44%       2.37%      2.08%(b)
  Ratio of expenses to average net assets*         0.66%      1.01%      1.67%      1.37%(b)        0.59%       0.94%      1.15%(b)
  Ratio of net investment income to average
     net assets* ...........................       2.24%      1.94%      1.27%      1.82%(b)        2.31%       2.05%      2.03%(b)
  Portfolio turnover .......................       2.71%      2.71%      2.71%      2.71%          11.81%      11.81%     11.81%
</TABLE>

<TABLE>
<CAPTION>
                                                                        EQUITY INDEX FUND
                                               --------------------------------------------------------------------
                                                                       YEAR ENDED JUNE 30,
                                               --------------------------------------------------------------------
                                                  1994                   1993                        1992
                                               -----------       ---------------------    -------------------------
                                                RETIREMENT       FIDUCIARY     CLASS A    FIDUCIARY(a)   CLASS A(c)
                                                ----------       ---------     -------    -------------  ----------
<S>                                             <C>              <C>           <C>        <C>            <C>
 NET ASSET VALUE,
  BEGINNING OF PERIOD ......................      $12.36          $ 10.92      $10.92      $ 10.00         $10.94
                                                  ------          -------      ------      -------         ------
Investment Activities
  Net investment income ....................        0.05             0.30        0.30         0.26           0.08
  Net realized and unrealized gains (losses)
     from investments ......................       (0.85)            1.13        1.10         0.95
                                                  ------          -------      ------      -------         ------ 
Total from Investment Activities ...........       (0.80)            1.43        1.40         1.21           0.08
                                                  ------          -------      ------      -------         ------ 
Distributions
  Net investment income ....................       (0.05)           (0.30)      (0.28)       (0.26)         (0.10)
  In excess of net investment income .......
  Net realized gains .......................                        (0.13)      (0.13)       (0.03)
  In excess of net realized gains ..........
                                                  ------          -------      ------      -------         ------
Total Distributions ........................       (0.05)           (0.43)      (0.41)       (0.29)         (0.10)
                                                  ------          -------      ------      -------         ------
NET ASSET VALUE,
  END OF PERIOD ............................      $11.51          $ 11.92      $11.91      $ 10.92         $10.92
                                                  ======          =======      ======      =======         ====== 
Total Return (excludes sales charge) .......       (6.52)%(e)       13.04%      12.75%       12.14%(b)       1.32%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) ........      $   11          $96,446      $  512      $62,150         $    5
  Ratio of expenses to average
     net assets ............................        1.42%(b)         0.50%       0.52%        0.73%(b)       1.09%(b)
  Ratio of net investment income to average
     net assets ............................        1.83%(b)         2.46%       2.51%        2.43%(b)       1.97%(b)
  Ratio of expenses to average net assets*          1.69%(b)         0.87%       0.99%        1.16%(b)       1.27%(b)
  Ratio of net investment income to average
     net assets* ...........................        1.56%(b)         2.09%       2.04%        2.00%(b)       1.79%(b)
  Portfolio turnover .......................       11.81%            2.71%       2.71%       21.90%         21.90%

<FN>
- ------------
  *      During the period certain fees were voluntarily reduced. If such
         voluntary fee reductions had not occurred, the ratios would have been
         as indicated.
(a)      The Fund commenced operations on July 2, 1991.
(b)      Annualized.
(c)      Class A Shares commenced offering on February 18, 1992.
(d)      Class B Shares commenced offering on January 14, 1994.
(e)      Not Annualized
(f)      The Service Shares commenced offering on January 17, 1994 when they
         were designated as "Retirement" Shares. On April 4, 1995, the name of
         the Retirement Shares was changed to "Service" Shares. As of June 1,
         1995, Service Shares transferred to Class A Shares, and as of June 30,
         1995, there were no Shareholders in the Service class. The return for
         the period from July 1, 1994 to June 1, 1995 for the Service Shares was
         22.83%.
</TABLE>


See notes to financial statements.

76


                                    B-328
<PAGE>   634
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                             LARGE COMPANY VALUE FUND
                              ------------------------------------------------------------------------------------
                                                                YEAR ENDED JUNE 30,
                              ------------------------------------------------------------------------------------
                                          1995                            1994                        1993
                              ----------------------------   --------------------------------   ------------------
                              FIDUCIARY  CLASS A   CLASS B   FIDUCIARY   CLASS A   CLASS B(d)   FIDUCIARY  CLASS A
                              ---------  -------   -------   ---------   -------   ----------   ---------  -------
<S>                           <C>        <C>       <C>       <C>         <C>       <C>          <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD ......  $  11.34   $ 11.34   $ 11.41   $  11.64    $ 11.64   $ 11.87      $  11.34   $11.33
                              --------   -------   -------   --------    -------   -------      --------   ------
Investment Activities
  Net investment income ....      0.31      0.28      0.17       0.20       0.17      0.05          0.18     0.16
  Net realized and
     unrealized gains
     (losses) from
     investments ...........      2.18      2.20      2.19      (0.01)     (0.01)    (0.46)         0.58     0.59
                              --------   -------   -------   --------    -------   -------      --------   ------
Total from Investment
  Activities ...............      2.49      2.48      2.36       0.19       0.16     (0.41)         0.76     0.75
                              --------   -------   -------   --------    -------   -------      --------   ------
Distributions
  Net investment income ....     (0.32)    (0.27)    (0.17)     (0.19)     (0.16)    (0.05)        (0.18)   (0.16)
  In excess of net
    investment income ......               (0.02)
  Net realized gains .......     (0.64)    (0.64)    (0.64)     (0.30)     (0.30)                  (0.28)   (0.28)
                              --------   -------   -------   --------    -------   -------      --------   ------
Total Distributions ........     (0.96)    (0.93)    (0.81)     (0.49)     (0.46)    (0.05)        (0.46)   (0.44)
                              --------   -------   -------   --------    -------   -------      --------   ------
NET ASSET VALUE,
  END OF PERIOD ............  $  12.87   $ 12.89   $ 12.96   $  11.34    $ 11.34   $ 11.41      $  11.64   $11.64
                              ========   =======   =======   ========    =======   =======      ========   ======
Total Return (excludes sales
  charge) ..................     23.42%    22.64%    22.28%     (1.59)%     1.35%     3.48%(e)      6.73%    6.64%

RATIOS/SUPPLEMENTARY
  DATA:
  Net Assets at end of
    period (000) ...........  $365,375   $ 3,481   $   861   $169,127    $   698   $   182      $132,833   $  451
  Ratio of expenses to
     average net assets ....      1.00%     1.25%     2.00%      0.95%      1.20%     2.00%(b)      0.86%    1.10%
  Ratio of net investment
     income to average net
     assets ................      2.74%     2.52%     1.74%      1.72%      1.57%     1.06%(b)      1.62%    1.41%
  Ratio of expenses to
     average net assets* ...      1.01%     1.37%     2.01%      1.02%      1.37%     2.00%(b)      1.12%    1.50%

  Ratio of net investment
     income to average net
     assets* ...............      2.73%     2.41%     1.72%      1.65%      1.40%     1.06%(b)      1.36%    1.01%
  Portfolio turnover .......    203.13%   203.37%   203.13%    111.72%    111.72%   111.72%        51.75%   51.75%
</TABLE>

<TABLE>
<CAPTION>
                                         LARGE COMPANY VALUE FUND
                                  -------------------------------------
                                          YEAR ENDED JUNE 30,
                                  -------------------------------------
                                           1992                1991
                                  ----------------------   ------------
                                  FIDUCIARY   CLASS A(c)   FIDUCIARY(a)
                                  ---------   ----------   ------------
<S>                               <C>         <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD ......      $  10.07    $11.42        $  10.00
                                  --------    ------        --------
Investment Activities
  Net investment income ....          0.21      0.07            0.08
  Net realized and
     unrealized gains
     (losses) from
     investments ...........          1.34     (0.08)           0.07
                                  --------    ------        --------
Total from Investment
  Activities ...............          1.55     (0.01)           0.15
                                  --------    ------        --------
Distributions
  Net investment income ....         (0.21)    (0.08)          (0.08)
  In excess of net
    investment income ......
  Net realized gains .......         (0.07)
                                  --------    ------        --------
Total Distributions ........         (0.28)    (0.08)          (0.08)
                                  --------    ------        --------
NET ASSET VALUE,
  END OF PERIOD ............      $  11.34    $11.33        $  10.07
                                  ========    ======        ========
Total Return (excludes sales
  charge) ..................         15.53%    (0.33)%(b)       4.47%(b)

RATIOS/SUPPLEMENTARY
  DATA:
  Net Assets at end of
    period (000) ...........      $ 62,075    $   12        $ 36,237
  Ratio of expenses to
     average net assets ....          0.82%     1.02%(b)        0.52%(b)
  Ratio of net investment
     income to average net
     assets ................          1.91%     2.12%(b)        2.48%(b)
  Ratio of expenses to
     average net assets* ...          1.34%     1.22%(b)        1.26%(b)
  Ratio of net investment
     income to average net
     assets* ...............          1.39%     1.92%(b)        1.74%(b)
  Portfolio turnover .......         55.90%    55.90%          19.87%

<FN>
- -------------
  *   During the period certain fees were voluntarily reduced. If such voluntary
      fee reductions had not occurred, the ratios would have been as indicated.
(a)   The Fund commenced operations on March 1, 1991.
(b)   Annualized.
(c)   Class A Shares commenced offering on February 18, 1992.
(d)   Class B Shares commenced offering on January 14, 1994.
(e)   Not Annualized.
</TABLE>


See notes to financial statements.

                                                                              77


                                    B-329
<PAGE>   635
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                       BLUE CHIP EQUITY FUND
                                      ------------------------------------------------------------------------------------
                                                                        YEAR ENDED JUNE 30,
                                      ------------------------------------------------------------------------------------
                                                  1995                            1994                        1993
                                      ----------------------------   ---------------------------------  ------------------
                                      FIDUCIARY  CLASS A   CLASS B   FIDUCIARY   CLASS A    CLASS B(d)  FIDUCIARY  CLASS A
                                      ---------  -------   -------   ---------   -------    ----------  ---------  -------
<S>                                   <C>        <C>       <C>       <C>         <C>       <C>          <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............  $ 12.53    $12.52    $12.62    $ 12.91     $12.91    $13.50       $  12.95   $12.95
                                      -------    ------    ------    -------     ------    ------       --------   ------
Investment Activities
  Net investment income.............     0.23      0.17      0.10       0.22       0.18      0.03           0.23     0.21
  Net realized and unrealized gains
    (losses) from investments.......     1.85      1.89      1.88      (0.38)     (0.38)    (0.87)         (0.04)   (0.04)
                                      -------    ------    ------    -------     ------    ------       --------   ------
Total from Investment Activities....     2.08      2.06      1.98      (0.16)     (0.20)    (0.84)          0.19     0.17
                                      -------    ------    ------    -------     ------    ------       --------   ------
Distributions
  Net investment income.............    (0.21)    (0.16)    (0.08)     (0.22)     (0.19)    (0.04)         (0.23)   (0.21)
  In excess of net investment income              (0.03)    (0.05)
  Net realized gains................    (0.07)    (0.07)    (0.07)
                                      -------    ------    ------    -------     ------    ------       --------   ------
Total Distributions.................    (0.28)    (0.26)    (0.20)     (0.22)     (0.19)    (0.04)         (0.23)   (0.21)
                                      -------    ------    ------    -------     ------    ------       --------   ------
NET ASSET VALUE,
  END OF PERIOD.....................  $ 14.33    $14.32    $14.40    $ 12.53     $12.52    $12.62       $  12.91   $12.91
                                      =======    ======    ======    =======     ======    ======       ========   ======
Total Return (excludes sales charge)    16.90%    16.71%    15.86%     (1.30)%    (1.61)%   (6.24)%(e)      1.42%    1.23%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)....................  $38,915    $3,621    $  384    $79,357     $3,950    $  111       $106,619   $5,540
  Ratio of expenses to average net
    assets..........................     1.03%     1.28%     2.05%      0.95%      1.20%     2.04%(b)       0.89%    1.11%
  Ratio of net investment income
    to average net assets...........     1.56%     1.34%     0.65%      1.64%      1.50%     0.95%(b)       1.74%    1.57%
  Ratio of expenses to average net
     assets*........................     1.29%     1.65%     2.31%      1.05%      1.40%     2.08%(b)       1.11%    1.45%
  Ratio of net investment income to
    average net assets*.............     1.30%     0.98%     0.39%      1.54%      1.30%     0.91%(b)       1.52%    1.23%
  Portfolio turnover................     2.66%     2.66%     2.66%     25.31%     25.31%    25.31%         32.91%   32.91%
</TABLE>

<TABLE>
<CAPTION>
                                                 BLUE CHIP EQUITY FUND
                                          -------------------------------------
                                                  YEAR ENDED JUNE 30,
                                          -------------------------------------
                                                   1992               1991
                                          -----------------------  ------------
                                          FIDUCIARY   CLASS A(c)   FIDUCIARY(a)
                                          ---------   -----------  ------------
<S>                                       <C>         <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............       $ 11.69    $13.08        $ 10.00
                                           -------    ------        -------
Investment Activities
  Net investment income.............          0.26      0.09           0.23
  Net realized and unrealized gains
    (losses) from investments.......          1.30     (0.12)          1.68
                                           -------    ------        -------
Total from Investment Activities....          1.56     (0.03)          1.91
                                           -------    ------        -------
Distributions
  Net investment income.............         (0.27)    (0.10)         (0.22)
  In excess of net investment income
  Net realized gains................         (0.03)
                                           -------    ------        -------
Total Distributions.................         (0.30)    (0.10)         (0.22)
                                           -------    ------        -------
NET ASSET VALUE,
  END OF PERIOD.....................       $ 12.95    $12.95        $ 11.69
                                           =======    ======        =======
Total Return (excludes sales charge)         13.36%    (0.64)%(b)     25.72%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)....................       $88,618    $   50        $32,509
  Ratio of expenses to average net
    assets..........................          0.78%     1.30%(b)       0.64%(b)
  Ratio of net investment income
    to average net assets...........          2.12%     1.87%(b)       2.80%(b)
  Ratio of expenses to average net
     assets*........................          1.26%     1.50%(b)       1.38%(b)
  Ratio of net investment income to
    average net assets*.............          1.64%     1.67%(b)       2.06%(b)
  Portfolio turnover................          5.33%     5.33%          1.76%

<FN>
- -------------
  *  During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  The Fund commenced operations on October 1, 1990.
(b)  Annualized.
(c)  Class A Shares commenced offering on February 18, 1992.
(d)  Class B Shares commenced offering on January 14, 1994.
(e)  Not Annualized.
</TABLE>


See notes to financial statements.

78


                                    B-330
<PAGE>   636
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                    LARGE COMPANY GROWTH FUND
                                        ---------------------------------------------------------------------------------
                                                                       YEAR ENDED JUNE 30,
                                        ---------------------------------------------------------------------------------
                                                         1995                                       1994
                                        ---------------------------------------------------------------------------------
                                        FIDUCIARY  CLASS A   CLASS B  SERVICE (f)  FIDUCIARY     CLASS A (b)  CLASS B (c)
                                        ---------  -------   -------  -----------  ---------     -----------  -----------
<S>                                     <C>        <C>       <C>      <C>          <C>           <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................  $  11.32   $ 11.62   $11.47   $11.42       $  10.92      $11.78       $11.57
                                        --------   -------   ------   ------       --------      ------       ------
Investment Activities
  Net investment income...............      0.20      0.17     0.09     0.11           0.20        0.04         0.03
  Net realized and unrealized gains
    (losses) from investments.........      3.04      3.10     3.06     2.85           0.67       (0.16)       (0.10)
                                        --------   -------   ------   ------       --------      ------       ------
Total from Investment Activities......      3.24      3.27     3.15     2.96           0.87       (0.12)       (0.07)
                                        --------   -------   ------   ------       --------      ------       ------
Distributions
  Net investment income...............     (0.20)    (0.16)   (0.09)   (0.11)         (0.20)      (0.04)       (0.03)
  In excess of net investment income..               (0.01)   (0.01)
  Net realized gains..................     (0.89)    (0.89)   (0.89)   (0.89)         (0.27)
                                        --------   -------   ------   ------       --------      ------       ------
Total Distributions...................     (1.09)    (1.06)   (0.99)   (1.00)         (0.47)      (0.04)       (0.03)
                                        --------   -------   ------   ------       --------      ------       ------
NET ASSET VALUE,
  END OF PERIOD.......................  $  13.47   $ 13.83   $13.63   $13.38       $  11.32      $11.62       $11.47
                                        ========   =======   ======   ======       ========      ======       ======
Total Return (excludes sales charge)..     21.85%    21.52%   20.65%    (f)            8.04%      (1.02)%(d)   (0.66)%(d)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...  $531,595   $27,428   $6,918                $150,035      $  368       $  334
  Ratio of expenses to average net
    assets............................      1.00%     1.26%    2.01%    1.90%(e)       0.78%       1.25% (e)    1.99% (e)
  Ratio of net investment income to
    average net assets................      1.72%     1.49%    0.74%    1.05%(e)       1.78%(e)    0.96% (e)    1.02% (e)    
  Ratio of expenses to average net
    assets*...........................      1.00%     1.36%    2.01%    1.90%(e)       1.13%       1.35% (e)    1.99% (e)
  Ratio of net investment income to
    average net assets*...............      1.72%     1.39%    0.74%    1.05%(e)       1.52%       1.68% (e)    0.96% (e)
  Portfolio turnover..................     14.22%    14.22%   14.22%   14.22%          9.04%       9.04%        9.04%
</TABLE>

<TABLE>
<CAPTION>
                                               LARGE COMPANY GROWTH FUND
                                          -------------------------------------
                                                  YEAR ENDED JUNE 30,
                                          -------------------------------------
                                             1994        1993        1992
                                          -------------------------------------
                                          RETIREMENT   FIDUCIARY  FIDUCIARY (a)
                                          ----------   ---------  -------------
<S>                                       <C>          <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................    $11.58        $  9.85   $ 10.00
                                          ------        -------   -------
Investment Activities
  Net investment income...............      0.03           0.23      0.08
  Net realized and unrealized gains
    (losses) from investments.........     (0.16)          1.12     (0.16)
                                          ------        -------   -------
Total from Investment Activities......     (0.13)          1.35     (0.08)
                                          ------        -------   -------
Distributions
  Net investment income...............     (0.03)         (0.23)    (0.07)
  In excess of net investment income..
  Net realized gains..................                    (0.05)
                                          ------        -------   -------
Total Distributions...................     (0.03)         (0.28)    (0.07)
                                          ------        -------   -------
NET ASSET VALUE,
  END OF PERIOD.......................    $11.42        $ 10.92   $  9.85
                                          ======        =======   =======
Total Return (excludes sales charge)..     (1.13)%(d)     13.92%    (0.80)%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...    $   24        $41,317   $25,019
  Ratio of expenses to average net
    assets............................      1.75% (e)      0.39%     0.30%
  Ratio of net investment income to
    average net assets................      2.24%          2.37%     
  Ratio of expenses to average net
    assets*...........................      1.75% (e)      1.43%     1.49%
  Ratio of net investment income to
    average net assets*...............      1.02% (e)      1.21%     1.12%
  Portfolio turnover..................      9.04%         10.61%     3.09%

<FN>
- --------------
*    During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  The Fund commenced operations on February 28, 1992.
(b)  Class A Shares commenced offering on January 1, 1994.
(c)  Class B Shares commenced offering on January 14, 1994.
(d)  Not Annualized.
(e)  Annualized.
(f)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 19.19%.
</TABLE>


See notes to financial statements.

                                                                              79


                                    B-331
<PAGE>   637
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                        DISCIPLINED VALUE FUND
                                        ----------------------------------------------------------------------------------------
                                                                          YEAR ENDED JUNE 30,
                                        ----------------------------------------------------------------------------------------
                                                          1995                                        1994
                                        ----------------------------------------------------------------------------------------
                                        FIDUCIARY  CLASS A   CLASS B   SERVICE (e)  FIDUCIARY  CLASS A   CLASS B (c)  RETIREMENT
                                        ---------  -------   -------   -----------  ---------  -------   -----------  ----------
<S>                                     <C>        <C>       <C>       <C>          <C>        <C>       <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................  $  11.90   $ 11.91   $ 11.90   $ 11.90      $  12.76   $ 12.75   $12.60       $12.59
                                        --------   -------   -------   -------      --------   -------   ------       ------
Investment Activities
  Net investment income...............      0.28      0.24      0.15      0.17          0.26      0.24     0.07         0.06
  Net realized and unrealized gains
    (losses) from investments.........      1.57      1.59      1.58      1.37          0.29      0.30    (0.70)       (0.69)
                                        --------   -------   -------   -------      --------   -------   ------       ------
Total from Investment Activities......      1.85      1.83      1.73      1.54          0.55      0.54    (0.63)       (0.63)
                                        --------   -------   -------   -------      --------   -------   ------       ------
Distributions
  Net investment income...............     (0.27)    (0.24)    (0.15)    (0.16)        (0.26)    (0.23)   (0.06)       (0.06)
  In excess of net investment income..                         (0.01)    (0.01)                           (0.01)
  Net realized gains..................     (0.28)    (0.26)    (0.28)    (0.28)        (1.15)    (1.10)
  In excess of net realized gains.....               (0.02)                                      (0.05)
                                        --------   -------   -------   -------      --------   -------   ------       ------
Total Distributions...................     (0.55)    (0.52)    (0.44)    (0.45)        (1.41)    (1.38)   (0.07)       (0.06)
                                        --------   -------   -------   -------      --------   -------   ------       ------
NET ASSET VALUE,
  END OF PERIOD.......................  $  13.20   $ 13.22   $ 13.19   $ 12.99      $  11.90   $ 11.91   $11.90       $11.90
                                        ========   =======   =======   =======      ========   =======   ======       ======
Total Return (excludes sales charge)..     16.03%    15.43%    14.92%    (e)            4.04%     3.95%   (5.00)%(d)   (5.03)%(d)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...  $448,530   $13,560   $11,222                $418,238   $10,448   $5,356       $   47
  Ratio of expenses to average net
    assets............................      1.00%     1.26%     2.00%     1.90%(b)      0.93%     1.18%    1.96% (b)    1.84% (b)
  Ratio of net investment income to
    average net assets................      2.21%     1.99%     1.26%     1.89%(b)      2.14%     2.00%    1.80% (b)    1.83% (b)
  Ratio of expenses to average net
    assets*...........................      1.10%     1.36%     2.01%     1.90%(b)      0.98%     1.33%    1.96% (b)    1.84% (b)
  Ratio of net investment income to
    average net assets*...............      2.11%     1.89%     1.25%     1.89%(b)      2.09%     1.85%    1.80% (b)    1.83% (b)
  Portfolio turnover..................    176.66%   176.66%   176.66%   176.66%        56.33%    56.33%   56.33%       56.33%
</TABLE>

<TABLE>
<CAPTION>
                                                            DISCIPLINED VALUE FUND
                                          ---------------------------------------------------------
                                                              YEAR ENDED JUNE 30,
                                          ---------------------------------------------------------
                                                 1993                    1992                1991
                                          ---------------------------------------------------------
                                          FIDUCIARY  CLASS A   FIDUCIARY     CLASS A (a)  FIDUCIARY
                                          ---------  -------   ---------     -----------  ---------
<S>                                       <C>        <C>       <C>           <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................    $  11.49   $ 11.49   $  10.20      $11.45        $ 10.42
                                          --------   -------   --------      ------        -------
Investment Activities
  Net investment income...............        0.28      0.25       0.34        0.12           0.39
  Net realized and unrealized gains
    (losses) from investments.........        1.27      1.26       1.29        0.06          (0.23)
                                          --------   -------   --------      ------        -------
Total from Investment Activities......        1.55      1.51       1.63        0.18           0.16
                                          --------   -------   --------      ------        -------
Distributions
  Net investment income...............       (0.28)    (0.25)     (0.34)      (0.14)         (0.38)
  In excess of net investment income..
  Net realized gains..................
  In excess of net realized gains.....
                                          --------   -------   --------      ------        -------
Total Distributions...................       (0.28)    (0.25)     (0.34)      (0.14)         (0.38)
                                          --------   -------   --------      ------        -------
NET ASSET VALUE,
  END OF PERIOD.......................    $  12.76   $ 12.75   $  11.49      $11.49        $ 10.20
                                          ========   =======   ========      ======        =======
Total Return (excludes sales charge)..       13.58%    13.27%     16.24%       1.56%(b)       1.75%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...    $211,785   $ 3,435   $115,234      $   35        $74,481
  Ratio of expenses to average net
    assets............................        0.89%     1.12%      0.69%       1.29%(b)       0.41%
  Ratio of net investment income to
    average net assets................        2.30%     2.06%      3.17%       2.43%(b)       3.92%
  Ratio of expenses to average net
    assets*...........................        1.08%     1.46%      1.23%       1.49%(b)       1.15%
  Ratio of net investment income to
    average net assets*...............        2.11%     1.72%      2.63%       2.23%(b)       3.18%
  Portfolio turnover..................      108.79%   108.79%     25.32%      25.32%         49.62%

<FN>
- ------------
*    During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  Class A Shares commenced offering on February 18, 1992.
(b)  Annualized.
(c)  Class B Shares commenced offering on January 14, 1994.
(d)  Not Annualized.
(e)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 13.14%.
</TABLE>


See notes to financial statements.

80


                                    B-332
<PAGE>   638
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                         SMALL COMPANY GROWTH FUND
                                        -------------------------------------------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                        -------------------------------------------------------------------------------------------
                                                          1995                                           1994
                                        -------------------------------------------------------------------------------------------
                                        FIDUCIARY  CLASS A   CLASS B    SERVICE (e)   FIDUCIARY   CLASS A   CLASS B (c)  RETIREMENT
                                        ---------  -------   -------    -----------   ---------   -------   -----------  ----------
<S>                                     <C>        <C>       <C>        <C>           <C>         <C>       <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................  $  15.96   $ 15.93   $ 15.85    $ 15.95       $  16.96    $16.96    $17.44       $17.47
                                        --------   -------   -------    -------       --------    ------    ------       ------
Investment Activities
  Net investment income...............      0.06      0.02     (0.07)     (0.03)          0.07      0.04     (0.02)       (0.01)
  Net realized and unrealized gains
    (losses) from investments.........      2.98      2.98      2.90       2.14          (0.05)    (0.08)    (1.56)       (1.50)
                                        --------   -------   -------    -------       --------    ------    ------       ------
Total from Investment Activities......      3.04      3.00      2.83       2.11           0.02     (0.04)    (1.58)       (1.51)
                                        --------   -------   -------    -------       --------    ------    ------       ------
Distributions
  Net investment income...............     (0.06)    (0.01)                              (0.07)    (0.03)    (0.01)       (0.01)
  In excess of net investment income..               (0.02)                                        (0.01)
  Net realized gains..................     (0.54)    (0.54)    (0.54)     (0.54)         (0.95)    (0.95)
                                        --------   -------   -------    -------       --------    ------    ------       ------
Total Distributions...................     (0.60)    (0.57)    (0.54)     (0.54)         (1.02)    (0.99)    (0.01)       (0.01)
                                        --------   -------   -------    -------       --------    ------    ------       ------
NET ASSET VALUE,
  END OF PERIOD.......................  $  18.40   $ 18.36   $ 18.14    $ 17.52       $  15.96    $15.93    $15.85       $15.95
                                        ========   =======   =======    =======       ========    ======    ======       ======
Total Return (excludes sales charge)..     19.75%    19.50%    18.47%     (e)            (0.16)%   (0.52)%   (9.07)%(d)   (8.64)%(d)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...  $413,518   $11,178   $ 2,787                  $389,567    $8,097    $1,131       $   35
  Ratio of expenses to average net
    assets............................      0.98%     1.23%     1.98%      1.87% (b)      0.98%     1.22%     2.12% (b)    1.91% (b)
  Ratio of net investment income to
    average net assets................      0.38%     0.12%    (0.63)%    (0.39)%(b)      0.42%     0.27%    (0.55)%(b)   (0.36)%(b)
  Ratio of expenses to average net
    assets*...........................      0.98%     1.33%     1.98%      1.87% (b)      1.03%     1.38%     2.12% (b)    1.91% (b)
  Ratio of net investment income to
    average net assets*...............      0.38%     0.02%    (0.63)%    (0.39)%(b)      0.37%     0.11%    (0.55)%(b)   (0.36)%(b)
  Portfolio turnover..................    132.63%   132.63%   132.63%    132.63%         70.67%    70.67%    70.67%       70.67%
</TABLE>

<TABLE>
<CAPTION>
                                                            SMALL COMPANY GROWTH FUND
                                            ---------------------------------------------------------
                                                                YEAR ENDED JUNE 30,
                                            ---------------------------------------------------------
                                                   1993                    1992                1991
                                            ---------------------------------------------------------
                                            FIDUCIARY  CLASS A   FIDUCIARY     CLASS A (a)  FIDUCIARY
                                            ---------  -------   ---------     -----------  ---------
<S>                                         <C>        <C>       <C>           <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................      $  14.54   $14.54    $  12.92      $ 16.53        $ 12.14
                                            --------   ------    --------      -------        -------
Investment Activities
  Net investment income...............          0.06     0.03        0.09         0.01           0.21
  Net realized and unrealized gains
    (losses) from investments.........          2.99     3.00        1.87        (1.99)          0.92
                                            --------   ------    --------      -------        -------
Total from Investment Activities......          3.05     3.03        1.96        (1.98)          1.13
                                            --------   ------    --------      -------        -------
Distributions
  Net investment income...............         (0.06)   (0.04)      (0.08)       (0.01)         (0.21)
  In excess of net investment income..
  Net realized gains..................         (0.57)   (0.57)      (0.26)                      (0.14)
                                            --------   ------    --------      -------        -------
Total Distributions...................         (0.63)   (0.61)      (0.34)       (0.01)         (0.35)
                                            --------   ------    --------      -------        -------
NET ASSET VALUE,
  END OF PERIOD.......................      $  16.96   $16.96    $  14.54      $ 14.54        $ 12.92
                                            ========   ======    ========      =======        =======
Total Return (excludes sales charge)..         21.36%   21.70%      15.15%      (34.00)%(b)      9.85%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...      $232,898   $5,757    $131,533      $    84        $53,831
  Ratio of expenses to average net
    assets............................          0.89%    1.11%       0.75%        1.31% (b)      0.45%
  Ratio of net investment income to
    average net assets................          0.41%    0.25%       0.51%        0.12% (b)      1.75%
  Ratio of expenses to average net
    assets*...........................          1.11%    1.48%       1.23%        1.50% (b)      1.19%
  Ratio of net investment income to
    average net assets*...............          0.19%   (0.12)%      0.03%       (0.07)%(b)      1.01%
  Portfolio turnover..................         64.64%   64.64%      42.77%       42.77%         68.83%

<FN>
- ------------
  *  During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  Class A Shares commenced offering on February 18, 1992.
(b)  Annualized.
(c)  Class B Shares commenced offering on January 14, 1994.
(d)  Not Annualized.
(e)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 13.12%.
</TABLE>


See notes to financial statements.

                                                                              81


                                    B-333
<PAGE>   639
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITY INDEX FUND
                                         -------------------------------------------------------------------------------------
                                                                          YEAR ENDED JUNE 30,
                                         -------------------------------------------------------------------------------------
                                                          1995                                      1994
                                         -------------------------------------------------------------------------------------
                                         FIDUCIARY  CLASS A  CLASS B  SERVICE (f)  FIDUCIARY  CLASS A  CLASS B (d)  RETIREMENT
                                         ---------  -------  -------  -----------  ---------  -------  -----------  ----------
<S>                                      <C>        <C>      <C>      <C>          <C>        <C>      <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................   $  13.46   $13.49   $13.40   $13.44       $  11.80   $11.80     $13.00     $12.98
                                         --------   ------   ------   ------       --------   ------     ------     ------
Investment Activities
  Net investment income...............       0.13     0.12     0.03     0.11           0.11     0.09       0.06      (0.25)
  Net realized and unrealized gains
    (losses) from investments.........       0.46     0.43     0.41     0.50           1.68     1.67       0.34       0.71
                                         --------   ------   ------   ------       --------   ------     ------     ------
Total from Investment Activities......       0.59     0.55     0.44     0.61           1.79     1.76       0.40       0.46
                                         --------   ------   ------   ------       --------   ------     ------     ------
Distributions
  Net investment income...............      (0.08)   (0.08)   (0.07)   (0.07)         (0.11)   (0.05)
  Net realized gains..................      (0.04)   (0.04)   (0.04)   (0.04)         (0.01)   (0.02)
  In excess of net realized gains.....                                                (0.01)
                                         --------   ------   ------   ------       --------   ------     ------     ------
Total Distributions...................      (0.12)   (0.12)   (0.11)   (0.11)         (0.13)   (0.07)
                                         --------   ------   ------   ------       --------   ------     ------     ------
NET ASSET VALUE,
  END OF PERIOD.......................   $  13.93   $13.92   $13.73   $13.94       $  13.46   $13.49     $13.40     $13.44
                                         ========   ======   ======   ======       ========   ======     ======     ======
Total Return (excludes sales charge)..       4.20%    3.87%    3.17%    (f)           15.44%   15.18%      3.23%      3.78%(e)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...   $218,299   $5,028   $3,687                $145,640   $2,395     $1,872     $   74
  Ratio of expenses to average net
    assets............................       1.04%    1.28%    2.04%    1.90%(c)       1.02%    1.26%      2.00%     10.85%(c)
  Ratio of net investment income to
    average net assets................       1.25%    1.09%    0.25%    0.92%(c)       1.27%    1.15%      1.37%      1.97%(c)
  Ratio of expenses to average net
    assets*...........................       1.04%    1.38%    2.04%    1.90%(c)       1.02%    1.36%      2.00%      1.85%(c)
  Ratio of net investment income to
    average net assets*...............       1.25%    0.99%    0.25%    0.92%(c)       1.27%    1.05%      1.37%      1.97%(c)
  Portfolio turnover..................       4.67%    4.67%    4.67%    4.67%          7.74%    7.74%      7.74%      7.74%
</TABLE>

<TABLE>
<CAPTION>
                                         INTERNATIONAL EQUITY INDEX FUND
                                         -------------------------------
                                               YEAR ENDED JUNE 30,
                                         -------------------------------
                                                       1993
                                            --------------------------
                                            FIDUCIARY (a)  CLASS A (b)
                                            -------------  -----------
<S>                                         <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................      $ 10.00        $11.74
                                            -------        ------
Investment Activities
  Net investment income...............         0.06          0.02
  Net realized and unrealized gains
    (losses) from investments.........         1.75          0.04
                                            -------        ------
Total from Investment Activities......         1.81          0.06
                                            -------        ------
Distributions
  Net investment income...............        (0.01)
  Net realized gains..................
  In excess of net realized gains.....
                                            -------        ------
Total Distributions...................        (0.01)
                                            -------        ------
NET ASSET VALUE,
  END OF PERIOD.......................      $ 11.80        $11.80
                                            =======        ======
Total Return (excludes sales charge)..        26.96%(c)      2.87%(c)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...      $35,384        $  153
  Ratio of expenses to average net
    assets............................         1.22%(c)      1.47%(c)
  Ratio of net investment income to
    average net assets................         1.37%(c)      2.10%(c)
  Ratio of expenses to average net
    assets*...........................         2.34%(c)      2.35%(c)
  Ratio of net investment income to
    average net assets*...............         0.25%(c)      1.22%(c)
  Portfolio turnover..................         3.10%         3.10%

<FN>
- ------------
  *  During the period certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  The Fund commenced operations on October 28, 1992.
(b)  Class A Shares commenced offering on April 23, 1993.
(c)  Annualized.
(d)  Class B Shares commenced offering on January 14, 1994.
(e)  Not Annualized.
(f)  The Service Shares commenced offering on January 17, 1994 when they were
     designated as "Retirement" Shares. On April 4, 1995, the name of the
     Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
     Service Shares transferred to Class A Shares, and as of June 30, 1995,
     there were no Shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 4.22%.
</TABLE>


See notes to financial statements.

82


                                    B-334
<PAGE>   640
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1995

To the Shareholders and Board of Trustees
  of The One Group:

We have audited the accompanying statements of assets and liabilities of the
Asset Allocation Fund, the Income Equity Fund, the Equity Index Fund, the Large
Company Value Fund, the Blue Chip Equity Fund, the Large Company Growth Fund,
the Disciplined Value Fund, the Small Company Growth Fund, and the International
Equity Index Fund (nine series of The One Group), including the schedule of
portfolio investments, as of June 30, 1995, and the related statements of
operations for the year then ended, the statements of changes in net assets and
financial highlights for each of the periods indicated herein. These financial
statements and financial highlights are the responsibility of The One Group's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits. The financial
highlights for the year ended June 30, 1993 and for the period from February 28,
1992 (commencement of operations) to June 30, 1992 for the Large Company Growth
Fund were audited by other auditors whose report dated August 25, 1993 expressed
an unqualified opinion on the financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Asset Allocation Fund, the Income Equity Fund, the Equity Index Fund, the Large
Company Value Fund, the Blue Chip Equity Fund, the Large Company Growth Fund,
the Disciplined Value Fund, the Small Company Growth Fund, and the International
Equity Index Fund of The One Group as of June 30, 1995, the results of their
operations for the year then ended, the changes in their net assets and the
financial highlights for each of the periods indicated herein, in conformity
with generally accepted accounting principles.

Boston, Massachusetts                                   Coopers & Lybrand L.L.P.
August 18, 1995



                                                                              83


                                    B-335
<PAGE>   641

THE ONE GROUP FAMILY OF MUTUAL FUNDS
GOVERNMENT ARM FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)


<TABLE>
<CAPTION>
   PRINCIPAL                                  SECURITY                              MARKET
    AMOUNT                                   DESCRIPTION                             VALUE
   ---------                                 -----------                           -------
<S>  <C>      <C>                                                                  <C>
U.S. GOVERNMENT AGENCIES (97.6%):
Federal Home Loan Mortgage Corp.:
     $ 7,878  7.03%*, 11/15/20  . . . . . . . . . . . . . . . . . . . . . . . . .  $ 7,954
       1,150  7.22%*, 8/15/08 Pool # 1561 CMO . . . . . . . . . . . . . . . . . .    1,152
       3,497  7.54%*, 5/1/18 Pool # 840160  . . . . . . . . . . . . . . . . . . .    3,614
Federal National Mortgage Assoc.:
       2,312  7.47%*, 9/1/21 Pool # 124289  . . . . . . . . . . . . . . . . . . .    2,377
       4,760  6.63%*, 12/25/20  . . . . . . . . . . . . . . . . . . . . . . . . .    4,735
         686  8.50%*, 5/25/20 . . . . . . . . . . . . . . . . . . . . . . . . . .      692
      11,023  7.75%*, 1/1/31 Pool # 124945  . . . . . . . . . . . . . . . . . . .   11,361
       2,271  7.43%*, 11/1/21 Pool # 124510 . . . . . . . . . . . . . . . . . . .    2,318
       1,418  7.32%*, 12/1/18 Pool # 70169  . . . . . . . . . . . . . . . . . . .    1,449
       2,569  7.20%*, 4/1/21 Pool # 70983 . . . . . . . . . . . . . . . . . . . .    2,621
       9,160  7.50%*, 7/1/20 Pool # 133558  . . . . . . . . . . . . . . . . . . .    9,365
       6,726  7.31%*, 7/1/27 Pool # 70179 . . . . . . . . . . . . . . . . . . . .    6,862
                                                                                   -------
Total U.S. Government Agencies                                                      54,500
                                                                                   -------
Total Investments, at value                                                         54,500
                                                                                   -------


REPURCHASE AGREEMENTS (1.9%):
     $ 1,061  J.P. Morgan, 6.18%, dated 6/30/95, due 7/3/95
                (Collateralized by $1,295 Federal Home Loan Mortgage
                Corp., 5.28%, 10/7/23, market value-$1,270) . . . . . . . . . . .    1,061
                                                                                   -------
Total Repurchase Agreements                                                          1,061
                                                                                   -------
Total (Cost--$56,256)(a)                                                           $55,561
                                                                                   =======
<FN>

- -------

Percentages indicated are based on net assets of $55,841.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized depreciation of securities as follows:

</TABLE>

<TABLE>
          <S>                                            <C>
          Unrealized appreciation . . . . . . . . . . .  $  61
          Unrealized depreciation . . . . . . . . . . .   (756)
                                                         ----- 
          Net unrealized depreciation . . . . . . . . .  $(695)
                                                         ===== 
</TABLE>


* Variable rate securities having liquidity sources through bank letters of
  credit and/or liquidity arrangements. The interest rate, which will change
  periodically, is based upon bank prime rates or an index of market interest
  rates.  The rate reflected on the Schedule of Portfolio Investments is the
  rate in effect on June 30, 1995.

CMO -- Collateralized Mortgage Obligations

As of June 30, 1995, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                                               OPENING       CURRENT
                       # OF                                                                   POSITIONS       MARKET
                       CONTRACTS                   FUTURES CONTRACT TYPE                        (000)      VALUE (000)
                       ---------                   ---------------------                      ---------    -----------
                       <S>           <C>                                                      <C>          <C>
                       LONG CONTRACTS
                           23        US 2-year Note  . . . . . . . . . . . . . . . . .         $ 4,772       $ 4,770
                           13        90-day Eurodollar . . . . . . . . . . . . . . . .           3,042         3,066
                           20        90-day Eurodollar . . . . . . . . . . . . . . . .           4,715         4,717
                           15        90-day Eurodollar . . . . . . . . . . . . . . . .           3,538         3,538
                       SHORT CONTRACTS
                           1         September 1995, U.S. Long Bond  . . . . . . . . .            (115)         (114)
                           23        5-year U.S. Treasury Note, September 1995 . . . .          (2,459)       (2,470)
</TABLE>


See notes to financial statements.

                                                                              23


                                    B-336

<PAGE>   642
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)


<TABLE>
<CAPTION>
   PRINCIPAL                              SECURITY                                                                     MARKET
    AMOUNT                                DESCRIPTION                                                                   VALUE
   ---------                              -----------                                                                --------
<S>           <C>                                                                                                     <C>
ASSET BACKED SECURITIES (14.0%):
     $ 4,620  CIT Group Securitization Corp., Class A1 7.70%, 8/15/20 . . . . . . . . . . . . . . . . . . . . .       $ 4,728
       5,000  Green Tree Home Improvement Loan Trust 6.20%, 7/15/20 . . . . . . . . . . . . . . . . . . . . . .         4,987
       2,665  Merrill Lynch Corp., Pool #1992-A A 5.50%, 5/15/98  . . . . . . . . . . . . . . . . . . . . . . .         2,654
       5,000  National Premier Funding 7.00%, 6/1/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,026
         700  Premier Auto Trust, Pool #1992-2A 6.38%, 9/15/97  . . . . . . . . . . . . . . . . . . . . . . . .           702
         959  Premier Auto Trust, Pool #1992-3A 5.90%, 11/15/97 . . . . . . . . . . . . . . . . . . . . . . . .           955
         533  Shawmut National Bank, Grantor Trust, Pool #1992-A A 5.55%, 11/15/97  . . . . . . . . . . . . . .           533
       7,000  Standard Credit Card, Class A 8.63%, 1/7/02 . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,303
      10,000  Standard Credit Card Master Trust, Pool #1991-1A 8.50%, 6/7/96  . . . . . . . . . . . . . . . . .        10,226
       5,712  UCFC, 1995-A, Tranche A-1 7.55%, 7/10/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,770
       7,000  UCFC Home Equity Loan 8.38%, 3/10/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,210
       5,466  Union Federal Savings Bank, Grantor Trust, Pool #1993-C, 4.88%, 2/15/00 . . . . . . . . . . . . .         5,331
         785  Union Federal Savings Bank, Grantor Trust, Pool #1992-A A, 6.70%, 11/15/97  . . . . . . . . . . .           785
       3,638  Union Federal Savings Bank, Grantor Trust, Pool #1993-A, 4.53%, 5/15/99 . . . . . . . . . . . . .         3,554
                                                                                                                      -------
  Total Asset Backed Securities                                                                                        59,764
                                                                                                                      -------
CORPORATE BONDS (16.9%):
Automotive (0.8%):
       3,179  Chrysler Corp. 10.40%, 8/1/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,394
                                                                                                                      -------
Finance (7.9%):
       7,000  Ford Motor Credit 1/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,481
       5,000  GMAC Financial 7.00%, 3/1/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,050
       5,200  International Lease Finance 6.63%, 6/1/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,227
      10,000  International Lease Finance 5.54%, 5/5/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,888
       6,000  Paccar Financial 6.45%, 3/25/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,018
                                                                                                                      -------
                                                                                                                       33,664
                                                                                                                      -------
Foreign (1.9%):
      10,000  Westpac Banking Perpetual Note A2/A, 6.65%* . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,100
                                                                                                                      -------
Pharmaceutical (1.2%):
       5,000  American Home Products, 7.70%, 2/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,225
                                                                                                                      -------
Retail (0.4%):
       1,500  Dayton Hudson Corp., 6.06%, 12/15/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,500
                                                                                                                      -------
Securities Brokers and Dealers (4.7%):
       7,000  Lehman Brothers, Inc., 7.00%, 5/15/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,053
       3,000  Lehman Brothers, Inc. 10.00%, 5/15/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,285
       4,500  Lehman Brothers Holding, 8.88%, 11/1/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,748
       5,000  Smith Barney, 6.00%, 3/15/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,969
                                                                                                                      -------
                                                                                                                       20,055
                                                                                                                      -------
  Total Corporate Bonds                                                                                                71,938
                                                                                                                      -------
U.S. GOVERNMENT AND AGENCY OBLIGATIONS (29.6%):
Federal Home Loan Bank:
       7,500  6.55%, 4/17/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,515
       5,000  7.35%, 5/24/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,009
      10,000  7.78%, 10/19/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,724
Federal Home Loan Mortgage Corp.:
         636  9.00%, 1/1/05 Pool #E00012  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           663
         626  9.00%, 12/1/05 Pool #E00005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           653
       1,155  8.00%, 10/1/06 Pool #E00052 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,187
       3,318  7.00%, 3/1/07, Pool #E34594, Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,326
       3,024  7.00%, 4/1/07 Pool #E00087, Gold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,032
       4,234  7.50%, 4/1/07 Pool #E00084  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,304
       5,087  7.50%, 11/1/07 Pool #E00165 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,172
       9,169  8.50%, 2/1/08 Pool #G10133, Gold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,495
       4,890  8.00%, 1/1/10 Pool #E00355  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,026
      12,735  8.00%, 2/1/10 Pool #G10382  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13,089
       7,550  5.50%, 10/15/13 Class C Pool, #1546-C REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,384
      10,000  5.25%, 9/15/15 Pool #1638 BC, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,641
      10,000  8.25%, 12/15/16 Pool #1770 PD, REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,459
      10,000  7.25%, 4/15/18 Pool #1254 F, REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,036
Federal National Mortgage Assoc.:
       3,000  8.20%, 3/10/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,151
         373  9.00%, 9/1/05 Pool #50340 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           389
         420  9.00%, 11/1/05 Pool #50361  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           438
         421  8.50%, 4/1/06 Pool #116875  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           436
       6,000  7.00%, 6/1/10 Pool #315928  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,011
       1,679  6.00%, 9/25/18 Pool #1989-94E, REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,666
Government National Mortgage Assoc.:
           6  8.00%, 2/15/02 Pool #192917 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6
          43  8.00%, 3/15/02 Pool #209172 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44
          16  9.00%, 6/15/02 Pool #229311 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            17
         127  9.00%, 10/15/02 Pool #229569  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           133
          29  8.00%, 6/15/05 Pool #288827 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            30
          17  9.00%, 9/15/05 Pool #292569 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            18
         129  9.00%, 10/15/05 Pool #292589  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           135
          39  8.00%, 5/15/06 Pool #303851 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            41
          11  8.00%, 7/15/06 Pool #307231 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11
          59  8.00%, 8/15/06 Pool #311166 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            61
         415  8.00%, 10/15/06 Pool #316915  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           429
          76  8.00%, 11/15/06 Pool #311131  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            79
         766  8.00%, 11/15/06 Pool #312210  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           791
         440  8.00%, 11/15/06 Pool #313528  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           454
         196  8.00%, 11/15/06 Pool #315078  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           202
         204  8.00%, 11/15/06 Pool #316671  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           210
          58  8.00%, 12/15/06 Pool #311301  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            60
         382  8.00%, 12/15/06 Pool #311384  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           393
         314  8.00%, 1/15/07 Pool #317663 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           323
         669  8.00%, 2/15/07, Pool #316086  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           690
</TABLE>

Continued

24


                                    B-337

<PAGE>   643
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)


<TABLE>
   PRINCIPAL                                SECURITY                                                                   MARKET
    AMOUNT                                 DESCRIPTION                                                                  VALUE
   ---------                               -----------                                                               --------
<S>  <C>      <C>                                                                                                    <C>
U.S. GOVERNMENT AND AGENCY OBLIGATIONS, CONTINUED
Government National Mortgage Assoc., continued:
     $   291  8.00%, 3/15/07 Pool #318825 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $    300
         122  8.00%, 3/15/07 Pool #178684 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           126
         254  8.00%, 4/15/07 Pool #316441 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           262
U.S. Government Backed Bonds:
         552  Resolution Trust Corporation, Series 1992 5.90%, 7/25/23  . . . . . . . . . . . . . . . . . . . .           550
       2,018  U.S. Government Guaranteed Overseas Private Investment Corp.:
              5.55%, 1/13/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,005
                                                                                                                     --------
  Total U.S. Government and Agency Obligations                                                                        126,176
                                                                                                                     --------
U.S. TREASURY NOTES (35.7%):
       5,000  7.50%, 1/31/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,050
      10,000  6.25%, 8/31/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,047
      15,000  7.25%, 8/31/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,238
      15,000  6.88%, 10/31/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,200
      10,000  6.50%, 11/30/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,091
      20,000  6.50%, 5/15/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,225
       4,000  6.75%, 5/31/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,063
      10,000  8.25%, 7/15/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,635
       7,000  7.13%, 10/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,245
      10,000  6.33%, 7/15/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,133
      10,000  6.38%, 1/15/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,133
       5,000  7.75%, 11/30/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,331
       1,000  8.88%, 5/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,121
       3,000  8.50%, 11/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,336
       6,000  7.50%, 11/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,440
      10,000  7.50%, 5/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,774
       7,000  6.33%, 2/15/03  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,020
                                                                                                                     --------
  Total U.S. Treasury Notes                                                                                           152,082
                                                                                                                     --------
  Total Investments, at value                                                                                         409,960
                                                                                                                     --------
REPURCHASE AGREEMENTS (3.6%):
      15,252  Lehman Brothers, 6.15%, dated 6/30/95, due 7/3/95, (Collateralized by $15,030 U.S. Treasury
              Notes, 6.75%, 2/28/97, market value--$15,570) . . . . . . . . . . . . . . . . . . . . . . . . . .        15,252
                                                                                                                     --------
  Total Repurchase Agreements                                                                                          15,252
                                                                                                                     --------
    Total (Cost--$418,851)(a)                                                                                        $425,212
                                                                                                                     ========
<FN>

- --------

Percentages indicated are based on net assets of $426,168.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
              <S>                                                            <C>
              Unrealized appreciation  . . . . . . . . . . . . . . . . .     $ 7,376
              Unrealized depreciation  . . . . . . . . . . . . . . . . .      (1,015)
                                                                             -------
              Net unrealized appreciation  . . . . . . . . . . . . . . .     $ 6,361
                                                                             =======
</TABLE>


* Variable rate securities having liquidity sources through bank letters of
  credit and/or liquidity arrangements. The interest rate, which will change
  periodically, is based upon bank prime rates or an index of market interest
  rates.  The rate reflected on the Schedule of Portfolio Investments is the
  rate in effect on June 30, 1995.

REMIC--Real Estate Mortgage Investment Conduit


See notes to financial statements.

                                                                              25


                                    B-338

<PAGE>   644
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)


<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                    MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>   <C>     <C>                                                                                                     <C>
ASSET-BACKED SECURITIES (7.6%):
      $1,123  Union Federal Savings 1992-BA, 4.90%, 4/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 1,106
       3,000  UCFC, Home Equity Loan 1994-A AZ 5.48%, 8/10/06 . . . . . . . . . . . . . . . . . . . . . . . . .         2,912
       2,810  Advanta Mortgage Loan Trust 1994-4 A1, 8.55%, 11/25/12  . . . . . . . . . . . . . . . . . . . . .         2,891
       4,442  Aircraft Lease Portfolio Securitization 1994-1 AZ, 7.15%, 9/15/04 . . . . . . . . . . . . . . . .         4,484
       3,000  Green Tree Home Improvement Loan Trust 1995-C A1, 6.20%, 7/15/20  . . . . . . . . . . . . . . . .         2,992
          73  Collateralized Mortgage Obligation Trust 47A, 9.00%, 7/1/14 . . . . . . . . . . . . . . . . . . .            73
         538  Morgan Stanley Mortgage Trust Y3, 8.95%, 3/1/16 . . . . . . . . . . . . . . . . . . . . . . . . .           551
                                                                                                                      -------
Total Asset-Backed Securities                                                                                          15,009
                                                                                                                      -------
CORPORATE BONDS (15.0%):
Automotive (1.0%):
       2,000  General Motors, 7.63%, 2/15/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,038
                                                                                                                      -------
Banking (1.6%):
       3,000  Fleet/Norstar, 8.13%, 7/1/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,188
                                                                                                                      -------
Finance (3.9%):
         500  Associates Corp. North America 8.38%, 6/1/96  . . . . . . . . . . . . . . . . . . . . . . . . . .           510
       4,000  Liberty Mutual, 8.20%, 5/4/07 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,240
       3,000  Metropolitan Life Surplus, 6.30%, 11/1/03 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,831
                                                                                                                      -------
                                                                                                                        7,581
                                                                                                                      -------
Industrial (0.8%):
       1,430  DuPont, 8.50%, 2/15/03  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,550
                                                                                                                      -------
Oil & Gas Production (1.1%):
      2,000   Occidental Petroleum, 11.75%, 3/15/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,160
                                                                                                                      -------
Securities Brokers and Dealers (5.3%):
       4,000  Goldman Sachs Group L.P., 6.38%,                                                                          3,895
              6/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
       3,000  Lehman Brothers Holdings, 8.80%,                                                                          3,240
              3/1/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
       3,000  Lehman Brothers, Inc. 9.88%, 10/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,364
                                                                                                                      -------
                                                                                                                       10,499
                                                                                                                      -------
Tobacco (1.3%):
       2,500  Philip Morris 7.50%, 3/15/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,541
                                                                                                                      -------
  Total Corporate Bonds                                                                                                29,557
                                                                                                                      -------
FOREIGN BONDS (6.4%):
       4,000  Midland Bank 6.78%*, Perpetual  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,230
       5,000  National Bank of Australia 6.59%*, Perpetual  . . . . . . . . . . . . . . . . . . . . . . . . . .         4,100
       5,000  Quebec Province 7.50%, 7/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,163
                                                                                                                      -------
  Total Foreign Bonds                                                                                                  12,493
                                                                                                                      -------
U.S. GOVERNMENT AGENCIES (35.2%):
Government National Mortgage Assoc.:
$          3  10.50%, 4/15/98, Pool #66627  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $     3
          27  10.50%, 7/15/98, Pool #69629  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            29
           5  10.50%, 9/15/98, Pool #10357  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             5
          22  11.00%, 6/15/99, Pool #11094  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            24
          10  10.00%, 12/15/00, Pool #13621 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            10
          13  11.00%, 3/15/00, Pool #12375  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            14
          85  10.00%, 1/15/01, Pool #14516  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            90
          85  10.00%, 1/15/01, Pool #14532  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            90
          11  8.50%, 6/15/01, Pool #16244 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11
          96  8.50%, 6/15/01, Pool #13705 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            99
           5  9.00%, 6/15/01, Pool #16443 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             5
          10  9.00%, 6/15/01, Pool #16144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11
          36  9.00%, 6/15/01, Pool #16698 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            37
          24  9.00%, 7/15/01, Pool #15582 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25
          83  9.00%, 8/15/01, Pool #17346 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            86
          66  8.50%, 8/15/01, Pool #16420 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           173
          18  9.00%, 9/15/01, Pool #17712 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            19
           9  9.00%, 10/15/01, Pool #17763  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            10
          20  9.00%, 10/15/01, Pool #18559  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            21
          73  9.00%, 10/15/01, Pool #17985  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           182
           7  8.50%, 11/15/01, Pool #18346  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             7
          34  9.00%, 11/15/01, Pool #17436  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            35
          61  9.00%, 11/15/01, Pool #19181  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           169
          42  8.50%, 12/15/01, Pool #19918  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           148
          24  9.00%, 1/15/02, Pool #20500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25
          20  8.00%, 3/15/02, Pool #21006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           124
          42  8.00%, 3/15/02, Pool #20593 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           147
          86  8.00%, 5/15/02, Pool #20304 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            89
          28  8.50%, 5/15/02, Pool #21377 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           133
          29  8.00%, 5/15/02, Pool #18029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           133
          83  9.00%, 8/15/02, Pool #23242 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            87
          53  9.00%, 10/15/02, Pool #24630  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           160
          26  9.50%, 11/15/02, Pool #23555  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            27
          14  9.00%, 6/15/03, Pool #24786 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            15
          96  8.50%, 10/15/04, Pool #27746  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           100
          42  9.00%, 10/15/04, Pool #28165  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           149
          45  8.50%, 11/15/04, Pool #25347  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           150
          29  9.00%, 10/15/05, Pool #29258  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            30
          80  9.00%, 5/15/05, Pool #28877 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           189
         107  9.00%, 8/15/05, Pool #29703 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           216
          17  9.00%, 11/15/05, Pool #29261  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           123
          84  9.00%, 11/15/05, Pool #29916  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            88
          99  9.00%, 12/15/05, Pool #29956  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           103
          68  8.50%, 4/15/06, Pool #30748 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           174
         128  8.00%, 5/15/09, Pool #385676  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           132
          32  8.00%, 8/15/09, Pool #37214 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
         313  7.50%, 5/15/07, Pool #329528  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           319
         812  8.00%, 10/15/09, Pool #380639 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           838
       3,891  8.50%, 11/15/17, Pool #780086, Platinum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,057
       5,981  9.00%, 4/15/25, Pool #405444  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,286
</TABLE>


Continued

26


                                    B-339

<PAGE>   645
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>

 PRINCIPAL                                                 SECURITY                                                    MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>   <C>     <C>                                                                                                    <C>
U.S. GOVERNMENT AGENCIES, CONTINUED:
Federal National Mortgage Assoc.:
      $2,923  8.50%, 7/1/04, Pool #250103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  3,018
       4,000  7.00%, 6/1/10, Pool #312903 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,008
       2,869  8.00%, 5/1/24, Pool #250066 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,925
       3,412  7.50%, 10/1/24, Pool #303031  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,426
         510  7.50%, 5/1/25, Pool #293928 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           512
       1,062  7.50%, 5/1/25, Pool #311810 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,066
Federal National Mortgage Assoc. REMIC:
       1,000  6.75%, 12/15/04, Pool #1994-6C  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,004
         500  8.00%, 9/25/04, Pool #1991-155G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           523
       2,846  8.09%*, 10/25/23, Pool #1994-6F CMO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,419
Federal Home Loan Mortgage Assoc.:
       1,461  7.50%, 8/1/08, Pool #250103, Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,485
       3,898  8.50%, 1/1/10, Pool #E00356, Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,037
         989  8.00%, 7/1/20, Pool #A01047, Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,008
       3,973  8.00%, 11/1/24, Pool #C00376, Gold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,051
       4,991  8.50%, 5/1/25, Pool #00399, Gold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,154
Federal Home Loan Mortgage Assoc.--REMIC:
       2,000  7.25%, 4/15/18, Pool #1254-F  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,007
       4,000  8.00%, 2/15/20, Pool #1770-PE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,207
       3,000  6.50%, 10/15/21, Pool #1590-GA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,893
       2,000  6.50%, 1/15/22, Pool #1573-PI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,926
       1,000  7.00%, 6/15/06, Pool #1457-PH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           999
Federal Home Loan Bank:
       3,000  6.65% through 7/17/95, 7.05% through 10/17/95, 7.65% through 1/17/96, 4/17/96 . . . . . . . . . .         3,006
       4,210  7.35%, 5/24/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,218
                                                                                                                     --------
  Total U.S. Government Agencies                                                                                       69,122
                                                                                                                     --------
U.S. TREASURY BONDS (4.7%):
      $8,000  8.13%, 8/15/19  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,316
                                                                                                                     --------
  Total U.S. Treasury Bonds                                                                                             9,316
                                                                                                                     --------
U.S. TREASURY NOTES (26.7%):
       1,000  6.75%, 2/28/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,015
       4,000  5.50%, 9/30/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,970
       3,500  5.13%, 3/31/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,433
       5,000  8.25%, 7/15/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,318
       1,700  7.13%, 10/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,761
       3,500  7.13%, 10/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,623
       3,000  8.88%, 11/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,263
       2,000  6.00%, 10/15/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,001
       4,500  6.00%, 10/15/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,502
       5,000  5.50%, 4/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,900
       3,000  8.50%, 11/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,336
       8,000  7.50%, 11/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,586
       3,000  7.25%, 5/15/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,204
       3,000  8.75%, 11/15/08 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,453
                                                                                                                     --------
  Total U.S. Treasury Notes                                                                                            52,365
                                                                                                                     --------
  Total Investments, at Value                                                                                         187,862
                                                                                                                     --------
REPURCHASE AGREEMENTS (3.5%):
       6,785  Lehman Brothers 6.15%, dated 6/30/95, due 7/3/95 (Collateralized by $6,685 U.S. Treasury Notes,
              6.75%, 2/28/97, market value-$6,925)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,785
                                                                                                                     --------
  Total Repurchase Agreements                                                                                           6,785
                                                                                                                     --------
  Total (Cost--$191,699)(a)                                                                                          $194,647
                                                                                                                     ========
<FN>

- ----------

Percentages indicated are based on net assets of $196,423.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
              <S>                                                          <C>
              Unrealized appreciation . . . . . . . . . . . . . . . .      $ 4,997
              Unrealized depreciation . . . . . . . . . . . . . . . .       (2,049)
                                                                            ------
              Net unrealized appreciation . . . . . . . . . . . . . .      $ 2,948
                                                                            ======
<FN>


* Variable rate securities having liquidity sources through bank letters of
  credit and/or liquidity arrangements. The interest rate, which will change
  periodically, is based on bank prime rates or an index of market interest
  rates. The rate reflected on the Schedule of Portfolio Investments is the rate
  in effect June 30, 1995.

CMO--Collateralized Mortgage Obligation

REMIC--Real Estate Mortgage Investment Conduit

</TABLE>

See notes to financial statements.

                                                                              27


                                    B-340

<PAGE>   646



THE ONE GROUP FAMILY OF MUTUAL FUNDS
GOVERNMENT BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                 MARKET
   AMOUNT                                                DESCRIPTION                                                 VALUE
 ---------                                               -----------                                                ------
<S><C>        <C>                                                                                                   <C>
CORPORATE BONDS (0.4%):
Finance (0.2%):
   $     400  International Bank for Reconstruction and
                Development Medium Term Note 
                COLTS, 7.65%, 2/28/97   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $     409
         400  Transamerica Financial Corp., 7.88%, 
                2/15/97   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           412
                                                                                                                    ---------
                                                                                                                          821
                                                                                                                    ---------
Pharmaceuticals (0.1%):
         350  Becton Dickinson and Co., 8.38%, 6/1/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           357
                                                                                                                    ---------
Utilities (0.1%):
         300  Southern Railway Co., 8.25%, 6/1/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           304
                                                                                                                    ---------
  Total Corporate Bonds                                                                                                 1,482
                                                                                                                    ---------
U.S. GOVERNMENT AGENCIES (68.7%):
Federal Home Loan Bank:
       5,000  0.00%*, 3/18/96, Accrual Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,789
       7,000  6.55%, through 7/17/95, 7.05% through 
                10/17/95, 7.65% through 1/17/96,
                4/17/96   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,014
       3,923  6.05%, 6/24/97 IAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,923
         550  8.25%, 6/25/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           560
Federal Home Loan Mortgage Corp.:
       5,000  7.35%, 3/9/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,027
       7,756  7.50%, 4/1/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,885
       7,729  8.50%, 12/1/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,004
         492  9.00%, 10/1/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           514
         370  9.00%, 4/1/18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           386
       8,000  7.25%, 4/15/18, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,029
         175  9.00%, 6/1/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           182
          67  9.00%, 8/1/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            70
          95  9.00%, 10/1/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            99
         102  9.00%, 1/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           107
      10,000  7.00%, 3/15/21, REMIC, CMO  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,708
          93  9.00%, 4/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            97
         190  9.00%, 7/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           198
         268  9.00%, 9/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           280
         179  9.00%, 11/1/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           186
          54  9.00%, 11/1/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            56
         167  9.00%, 11/1/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           175
         251  9.00%, 5/1/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           262
         319  9.00%, 5/1/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           333
      10,000  7.50%, 9/15/22, CMO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,186
       8,012  10.00%, 10/15/23, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,973
       7,089  8.50%, 5/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,319
       6,705  8.50%, 7/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,923
       9,833  7.50%, 9/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,873
       9,933  8.00%, 11/1/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,128
       3,405  7.50%, 5/1/25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,419
       6,595  7.50%, 6/1/25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,622
      10,000  8.00%, 6/1/25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,197
Federal National Mortgage Assoc.:
       9,094  6.35%, 12/25/23, REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,546
       5,000  4.85%, 6/23/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,931
       4,500  6.45% through 5/10/95, 6.60% through 
                5/10/96, 6.90% through 5/10/97, 
                5/10/99   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,484
       8,000  6.00%, 6/25/09, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,347
      10,000  6.25%, 2/25/13, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,891
       5,430  7.50%, 6/1/14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,452
       4,244  7.50%, 7/1/14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,261
         249  10.00%, 10/1/16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           270
         771  10.00%, 10/1/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           836
      10,000  7.00%, 5/25/20, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,937
         436  10.00%, 7/1/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           473
       1,043  10.00%, 11/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,132
         852  10.00%, 11/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           925
       5,000  6.55%, 12/25/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,874
       5,042  7.00%, 1/25/24, REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,024
       6,343  7.84%*, 2/25/24, REMIC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,455
Government National Mortgage Assoc.:
          17  10.50%, 4/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            18
          55  10.00%, 9/15/00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            58
          13  10.00%, 12/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            14
          20  10.00%, 1/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            21
         135  8.50%, 6/15/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           141
          10  8.50%, 7/15/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11
         135  9.00%, 9/15/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           141
          14  9.00%, 9/15/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            14
         111  9.50%, 9/15/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           116
         116  8.50%, 11/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           121
          86  9.50%, 11/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            91
         159  9.00%, 12/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           166
         107  8.50%, 12/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           112
         142  8.00%, 3/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           147
         302  9.00%, 5/15/03  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           316
         257  9.00%, 6/15/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           269
          97  9.00%, 8/15/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           101
         102  9.00%, 9/15/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           107
          53  9.00%, 9/15/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            56
          99  8.00%, 7/15/06  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           102
          47  7.50%, 7/15/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            48
         125  8.00%, 8/15/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           128
         116  8.00%, 8/15/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           119
         489  7.50%, 12/15/07 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           499
          74  9.00%, 11/15/08 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            78
         127  9.00%, 4/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           133
          32  9.00%, 5/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            34
          16  9.50%, 7/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            17
         199  9.50%, 9/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           211
          54  9.50%, 10/15/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            57
          51  11.00%, 11/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            57
          24  12.00%, 8/15/13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            28
           2  12.00%, 4/15/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2
          13  11.00%, 6/15/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            15
</TABLE>

Continued

28


                                    B-341

<PAGE>   647

THE ONE GROUP FAMILY OF MUTUAL FUNDS
GOVERNMENT BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                 MARKET
   AMOUNT                                                DESCRIPTION                                                 VALUE
 ---------                                               -----------                                                ------
<S>                                                                                                                 <C>
 U.S.GOVERNMENT AGENCIES, CONTINUED:
 Government National Mortgage Assoc., continued:
   $     113  9.00%, 5/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $    118
         171  9.00%, 6/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           180
          19  9.50%, 7/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            20
         149  9.00%, 7/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           157
         103  9.50%, 8/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           109
         192  9.00%, 9/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           201
          37  9.50%, 1/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
         357  9.00%, 2/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           376
         313  9.00%, 6/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           329
          84  9.50%, 8/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            89
          33  9.00%, 8/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            34
          47  9.50%, 8/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            50
         121  9.00%, 6/15/18  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           127
         126  9.50%, 8/15/18  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           134
          34  9.00%, 10/15/18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            36
         242  9.50%, 12/15/18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           257
           6  9.00%, 10/15/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6
          76  9.00%, 11/15/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            80
          87  9.00%, 1/15/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            92
         105  9.00%, 2/15/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           111
         127  9.00%, 3/15/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           134
         124  9.50%, 9/15/20  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           131
         122  9.50%, 12/15/20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           130
         416  9.00%, 6/15/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           437
          45  7.50%, 2/15/22  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            45
         752  8.00%, 7/15/22  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           770
         838  7.50%, 8/15/22  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           844
          47  7.00%, 10/15/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            47
         253  7.00%, 11/15/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           249
          48  7.00%, 12/15/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            47
          45  7.00%, 1/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44
         566  7.00%, 1/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           558
         428  7.00%, 1/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           422
         599  7.00%, 1/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           590
         273  7.00%, 1/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           269
          55  7.00%, 3/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            54
         730  7.00%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           719
          70  7.00%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            69
         922  7.00%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           909
         374  6.50%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           360
         942  7.00%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           928
         857  7.00%, 5/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           844
         101  6.50%, 6/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            97
         498  6.50%, 6/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           479
          64  6.50%, 6/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            61
          69  6.50%, 6/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            66
         276  6.50%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           266
         293  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           288
         954  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           940
          28  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            28
         373  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           367
          42  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            41
         250  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           246
         564  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           556
         691  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           681
         591  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           582
         921  7.00%, 7/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           907
         348  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           334
         500  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           481
         731  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           703
         263  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           253
         187  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           180
         323  6.50%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           311
          65  6.50%, 9/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            62
         809  6.50%, 9/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           778
         239  6.50%, 10/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           230
         452  6.00%, 10/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           424
          35  6.00%, 10/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
         472  6.00%, 10/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           443
       5,054  8.00%, 10/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,178
         739  6.50%, 11/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           711
          24  6.50%, 11/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23
         158  6.50%, 12/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           152
       1,003  6.50%, 12/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           965
         162  6.50%, 12/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           156
         753  6.50%, 12/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           724
          39  6.50%, 12/15/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            37
         942  6.50%, 1/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           906
         415  6.50%, 2/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           399
         192  6.50%, 2/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           184
       1,331  6.50%, 2/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,281
         361  6.50%, 2/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           347
         419  6.50%, 2/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           403
         891  7.50%, 6/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           897
         106  7.50%, 6/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           106
       1,103  8.50%, 8/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,146
       5,364  8.50%, 8/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,574
       1,186  8.50%, 8/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,233
       4,946  8.00%, 9/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,068
         487  8.00%, 9/15/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           499
       2,002  8.50%, 11/15/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,080
      10,000  8.50%, 4/15/25  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,391
                                                                                                                     --------
  Total U.S. Government Agencies                                                                                      268,352
                                                                                                                     --------
U.S. TREASURY BONDS (8.3%):
       5,000  7.25%, 5/15/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,309
       1,500  8.88%, 8/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,868
      15,000  8.13%, 8/15/19  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        17,468
         700  7.88%, 2/15/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           796
       7,500  6.25%, 8/15/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,088
                                                                                                                     --------
  Total U.S. Treasury Bonds                                                                                            32,529
                                                                                                                     --------
U.S. TREASURY NOTES (17.6%):
       1,800  8.88%, 11/15/94 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,958
</TABLE>

Continued

                                                                              29


                                    B-342

<PAGE>   648

THE ONE GROUP FAMILY OF MUTUAL FUNDS
GOVERNMENT BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                 MARKET
   AMOUNT                                                DESCRIPTION                                                 VALUE
 ---------                                               -----------                                                ------
<S><C>        <C>                                                                                                   <C>
U.S. TREASURY NOTES, CONTINUED:
   $   7,000  6.00%, 11/30/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  7,018
       8,000  8.25%, 7/15/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,508
       2,200  8.88%, 2/15/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,406
       3,000  6.38%, 7/15/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,040
       5,000  7.50%, 10/31/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,279
       2,000  7.88%, 11/15/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,141
       2,000  5.50%, 4/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,960
       5,500  7.50%, 11/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,903
      14,500  7.50%, 5/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,623
       1,000  6.38%, 8/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,012
       5,600  6.25%, 2/15/03  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,616
       8,500  5.88%, 2/15/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,295
                                                                                                                     --------
  Total U.S. Treasury Notes                                                                                          $ 68,759
                                                                                                                     --------
  Total Investments, at value                                                                                         371,122
                                                                                                                     --------
REPURCHASE AGREEMENTS (4.3%):
   $  16,852  Lehman Brothers 6.15%, dated 6/30/95,
                due 7/3/95 (Collateralized by $16,720 
                U.S. Treasury Notes, 6.63%, 3/31/97, 
                market value--$17,201). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        16,852
                                                                                                                     --------
  Total Repurchase Agreements                                                                                          16,852
                                                                                                                     --------
  Total (Cost--$380,326)(a)                                                                                          $387,974
                                                                                                                     ========
<FN>

_________________

Percentages indicated are based on net assets of $390,469.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
<S>                    <C>                                                                                 <C>
                       Unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $11,069
                       Unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (3,421)
                                                                                                           -------
                       Net unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 7,648
                                                                                                           =======
</TABLE>


*   Variable rate securities having liquidity sources through bank letters of
    credit and/or liquidity arrangements. The interest rate, which will change
    periodically, is based upon bank prime rates or an index of market interest
    rates. The rate reflected on the Schedule of Portfolio Investments is the
    rate in effect on June 30, 1995.

CMO--Collateralized Mortgage Obligation
COLTS--Continuously Offered Long-Term Securities
IAN--Indexed Amortization Note
REMIC--Real Estate Mortgage Investment Conduit


See notes to financial statements.

30


                                    B-343

<PAGE>   649


THE ONE GROUP FAMILY OF MUTUAL FUNDS
INCOME BOND FUND
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                  MARKET
   AMOUNT                                                DESCRIPTION                                                VALUE
   ------                                                -----------                                                -----
<S><C>        <C>                                                                                                    <C>
CORPORATE BONDS (57.1%):
Automotive (2.3%):
   $  10,000  General Motors Corp. 9.13%, 7/15/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 11,125
                                                                                                                     --------
Banking & Finance (23.9%):
       7,500  Advanta Mortgage Trust 8.32%, 8/25/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,862
       7,108  Aircraft Lease Portfolio Securitization 1994-1 AZ, 7.15%, 9/15/04 . . . . . . . . . . . . . . . .         7,174
       6,000  Associates Corp. N.A. 8.15%, 8/1/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,690
       5,000  Associates Corp. Medium Term Note 8.34%, 11/25/99 . . . . . . . . . . . . . . . . . . . . . . . .         5,344
       5,000  BankAmerica Corp. 9.50%, 4/1/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,650
       5,000  Banco Central Hispano 7.5%, 6/15/05 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,988
       5,000  BBV International 6.88%, 7/1/05 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,966
       7,000  Fleet/Norstar 8.13%, 7/1/04 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,437
       8,000  General Motors Acceptance Corp. 7.00%, 3/1/00 . . . . . . . . . . . . . . . . . . . . . . . . . .         8,080
       2,609  Green Tree Acceptance 6.35%, 12/15/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,607
       5,000  Nationwide 7.50%, 2/15/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,663
       5,000  Scotland International 8.80%, 1/27/04 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,481
       5,000  Security Pacific Corp. 11.00%, 3/1/01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,987
      17,000  Standard Credit Card Trust 9.50%, 5/10/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . .        17,974
      15,000  Sears Credit Account Trust 8.65%, 7/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,369
       5,000  Wharf Capital 8.88%, 11/1/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,212
                                                                                                                     --------
                                                                                                                      115,484
                                                                                                                     --------
Equipment (1.1%):
       5,000  Tenneco, Inc. 10.00%, 8/1/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,462
                                                                                                                     --------
Industrial (11.9%):
       5,000  Carnival Corp. 7.05%, 5/15/05 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,019
       9,440  Grand Metro Investment 7.45%, 4/15/05 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,971
       5,000  Hertz-Penske Truck Leasing 8.25%, 11/1/99 . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,244
       5,000  Lockheed Corp. 5.65%, 4/1/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,950
       6,300  McDonnell Douglas 8.63%, 4/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,505
       5,000  Occidental Petroleum 7.00%, 4/15/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,638
       8,500  RJR Nabisco, Inc. 8.63%, 12/1/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,914
       6,000  Sun Co., Inc. 8.13%, 11/1/99  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,308
       5,000  Valassis Communication 9.55%, 12/1/03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,544
                                                                                                                     --------
                                                                                                                       57,093
                                                                                                                     --------
Insurance (1.2%):
       6,000  Massachusetts Mutual Life 7.50%, 3/1/24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,730
                                                                                                                     --------
Oil & Gas (2.0%):
       9,500  Centra Gas 10.65%, 9/30/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,809
                                                                                                                     --------
Processed Foods (0.4%):
       2,000  Nabisco, Inc. 6.70%, 6/15/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,975
                                                                                                                     --------
Securities Brokers & Dealers (8.0%):
       5,000  Bear Stearns Co. 9.13%, 4/15/98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,325
       5,000  Bear Stearns Co. 8.25%, 2/2/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,325
       10,00  Lehman Brothers Holdings 8.88%, 3/1/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,750
       5,000  Lehman Brothers Holdings 8.80%, 3/1/02  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,400
       5,000  Lehman Brothers Holdings 11.63%, 5/15/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,350
       6,000  Morgan Stanley 6.13%, 10/1/03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,640
                                                                                                                     --------
                                                                                                                       38,790
                                                                                                                     --------
Tobacco (1.0%):
       5,000  Philip Morris 7.25%, 1/15/03  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,069
                                                                                                                     --------
Transportation (4.2%):
       5,000  Canadian National Railway 7.00%, 3/15/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,000
       6,140  Daimler-Benz Vehicle 5.95%, 12/15/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,137
       7,902  Northwest Air 9.25%, 6/21/14  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,958
                                                                                                                     --------
                                                                                                                       20,095
                                                                                                                     --------
Utilities (1.1%):
       5,000  Tenega Nasional Berhad 7.88%, 6/15/04   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,238
                                                                                                                     --------
  Total Corporate Bonds                                                                                               275,870
                                                                                                                     --------
U.S. GOVERNMENT AGENCIES (21.8%):
Federal Home Loan Bank:
      15,000  7.10%, 3/16/98  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15,370
Federal Home Loan Mortgage Assoc.:
       5,707  7.00%, 6/1/09 Pool # L00313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,721
      28,778  8.00%, 12/1/09 Pool # 250168  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        29,578
      12,700  7.00%, 4/15/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        12,762
      18,649  7.00%, 10/1/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        18,358
       8,450  7.50%, 10/1/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,484
       1,445  7.50%, 10/1/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,451
Federal National Mortgage Assoc.:
       3,000  8.63%, 9/10/96  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,089
       7,750  4.82%, 10/21/98, Medium Term Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,408
Tennessee Valley Authority:
       3,000  8.25%, 11/15/96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,086
                                                                                                                     --------
  Total U.S. Government Agencies                                                                                      105,307
                                                                                                                     --------
U.S. TREASURY BONDS (4.0%):
       5,000  6.75%, 4/30/00  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,149
       2,000  10.75%, 2/15/03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,548
      10,000  8.13%, 5/15/21  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        11,673
                                                                                                                     --------
  Total U.S. Treasury Bonds                                                                                            19,370
                                                                                                                     --------
U.S. TREASURY NOTES (9.7%):
      10,000  7.50%, 1/31/97  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,248
      29,000  9.00%, 11/15/18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        36,676
                                                                                                                     --------
  Total U.S. Treasury Notes                                                                                            46,924
                                                                                                                     --------
  Total Investments, at value                                                                                         447,471
                                                                                                                     --------
</TABLE>

Continued

                                                                              31


                                    B-344

<PAGE>   650

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Income Bond Fund
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                      JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                  MARKET
   AMOUNT                                                DESCRIPTION                                                VALUE
   ------                                                -----------                                                -----
<S><C>        <C>                                                                                                    <C>
REPURCHASE AGREEMENTS (7.3%):
   $  35,061  Hong Kong Shanghai Bank Corp. 6.17%, dated 6/30/95, due 7/3/95 (Collateralized by $35,818 various
              Federal National Mortgage Assoc., 0.00%, 7/3/95 to 7/31/95, market value--$35,765)  . . . . . . .      $ 35,061
                                                                                                                     --------
  Total Repurchase Agreements                                                                                          35,061
                                                                                                                     --------
  Total (Cost--$458,047)(a)                                                                                          $482,532
                                                                                                                     ========
<FN>

_____________

Percentages indicated are based on net assets of $482,807.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows
</TABLE>

<TABLE>
<S>                                                                                                        <C>
                       Unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $24,720
                       Unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (235)
                                                                                                           -------
                       Net unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . .     $24,485
                                                                                                           =======
</TABLE>


See notes to financial statements.

32


                                    B-345

<PAGE>   651
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                   MARKET
  AMOUNT                                                 DESCRIPTION                                                 VALUE
 --------                                                -----------                                                 ------
<S>  <C>      <C>                                                                                                    <C>
MUNICIPAL BONDS (95.0%):
Alaska (0.5%):
     $ 1,000  Anchorage, Alaska, General Purpose, Series 1995-A, 6.00%, 2/1/11, FGIC  . . . . . . . . . . . .        $  1,004
                                                                                                                     --------
Arizona (0.7%):
       1,500  Phoenix Arizona Airport Revenue, 6.00%, 7/1/06, MBIA  . . . . . . . . . . . . . . . . . . . . .           1,568
                                                                                                                     --------
California (7.6%):
       2,500  Alameda, California United School District, 6.10%, 7/1/13, Series A, AMBAC  . . . . . . . . . .           2,519
       2,000  California, Series 1991-A, 7.15%, 2/1/11  . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,143
       3,060  California Public Works Board Community Series 1992-A, 6.05%, 12/1/12, AMBAC  . . . . . . . . .           3,060
       1,000  California State University Fresno, 6.00%, 2/1/09, MBIA . . . . . . . . . . . . . . . . . . . .           1,016
       1,597  Costa California Crescent Park Apartments, 7.80%, 12/20/09  . . . . . . . . . . . . . . . . . .           1,746
       1,000  San Francisco, California, 6.30%, 5/1/11, AMBAC . . . . . . . . . . . . . . . . . . . . . . . .           1,026
       5,000  Sacramento, California Municipal Utility District, 5.26%, 11/1/06, FSA  . . . . . . . . . . . .           4,944
                                                                                                                     --------
                                                                                                                       16,454
                                                                                                                     --------
Colorado (4.8%):
       2,000  Adams County, Colorado School District, Series B, 6.25%, 12/15/06, MBIA . . . . . . . . . . . .           2,150
       1,000  Adams County, Colorado School District, Series A, No. 12 Thornton, 6.75%, 12/15/07, MBIA  . . .           1,105
       1,600  Aurora Community College, 6.00%, 10/15/11 . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,607
       3,325  Colorado, Series 1994-A, 6.40%, 8/1/06, MBIA  . . . . . . . . . . . . . . . . . . . . . . . . .           3,454
       2,210  Fort Collins, Colorado Revenue, 5.25%, 12/1/07, FGIC  . . . . . . . . . . . . . . . . . . . . .           2,177
                                                                                                                     --------
                                                                                                                       10,493
                                                                                                                     --------
Delaware (1.8%):
       3,750  Delaware State Health Facilities Authority, 6.50%, 10/1/13, MBIA  . . . . . . . . . . . . . . .           3,994
                                                                                                                     --------
District of Columbia (1.0%):
       1,350  District of Columbia 4.05%, 7/1/01  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,350
         875  District of Columbia, GO, Series B, 5.40%, 6/1/02 . . . . . . . . . . . . . . . . . . . . . . .             873
                                                                                                                     --------
                                                                                                                        2,223
                                                                                                                     --------
Florida (6.5%):
       1,590  Brevard County, Florida, 5.80%, 9/1/04  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,592
       1,500  Cape Coral, Florida, 6.38%, 6/1/09, FSA . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,573
       1,000  Dade County, Florida, 6.00%, 10/1/08, AMBAC . . . . . . . . . . . . . . . . . . . . . . . . . .           1,040
       2,000  Escambia, Florida, 5.75%, 10/1/04 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,003
       1,000  Florida State Division Bond Financial Department, Series A, 5.13%, 7/1/07, FSA  . . . . . . . .             974
       2,555  Palm Beach County, Florida, Series 1994, 6.38%, 10/1/06 . . . . . . . . . . . . . . . . . . . .           2,654
       2,300  Pinellas County, Florida, Series 1994, 5.75%, 8/1/01  . . . . . . . . . . . . . . . . . . . . .           2,296
       2,000  Port St. Lucie, Florida, 6.00%, 9/1/14, FGIC  . . . . . . . . . . . . . . . . . . . . . . . . .           2,005
                                                                                                                     --------
                                                                                                                       14,137
                                                                                                                     --------
Georgia (3.4%):
       1,000  Atlanta, Georgia Airport Facilities, Series A, 6.50%, 1/1/07, AMBAC . . . . . . . . . . . . . .           1,095
       1,215  Columbus, Georgia Water & Sewer, 6.30%, 5/1/06, FGIC  . . . . . . . . . . . . . . . . . . . . .           1,305
       2,000  Georgia State Municipal Electric Authority, Series B, 6.20%, 1/1/10 . . . . . . . . . . . . . .           2,063
       2,000  Metro Atlanta Rapid Transit Authority Revenue, Series P, 6.10%, 7/1/06, AMBAC . . . . . . . . .           2,128
       1,000  Monroe County, Georgia, Revenue, 2nd Series, 3.65%, 9/1/24  . . . . . . . . . . . . . . . . . .           1,000
                                                                                                                     --------
                                                                                                                        7,591
                                                                                                                     --------
Hawaii (0.5%):
       1,000  Honolulu, Hawaii, 5.60%, 4/1/07, FSA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,003
                                                                                                                     --------
Idaho (1.1%):
       1,000  Idaho Student Loan, Revenue, 6.25%, 4/1/98  . . . . . . . . . . . . . . . . . . . . . . . . . .           1,000
       1,380  Idaho Student Loan, 6.40%, 10/1/99, Callable 4/1/95 @ 100 . . . . . . . . . . . . . . . . . . .           1,380
                                                                                                                     --------
                                                                                                                        2,380
                                                                                                                     --------
Illinois (13.4%):
       5,675  Chicago, Illinois, Metro Water Reclamation, 6.25%, 12/1/14  . . . . . . . . . . . . . . . . . .           5,810
       1,000  Chicago, Illinois, Metro Water Reclamation, 7.25%, 12/1/12  . . . . . . . . . . . . . . . . . .           1,149
       3,045  Chicago, Illinois Park District, 6.35%, 11/15/08, MBIA  . . . . . . . . . . . . . . . . . . . .           3,228
       1,450  Chicago, Illinois, Revenue, Series 95, 0.00%, 10/1/09, Callable 10/1/05 @ 103, MBIA . . . . . .             556
       1,240  Evanston, Illinois, Series 92, 6.38%, 1/1/09, Callable 7/1/02 @ 102 AMBAC . . . . . . . . . . .           1,347
       2,325  Harvey, Illinois, GO 6.70%, 2/1/09, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,372
       2,095  Harvey, Illinois Roadway Improvement Revenue, 6.40%, 11/1/12, FGIC  . . . . . . . . . . . . . .           2,160
</TABLE>





                                                                              33


                                    B-346

<PAGE>   652
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                   MARKET
  AMOUNT                                                 DESCRIPTION                                                 VALUE
 --------                                                -----------                                                 ------
MUNICIPAL BONDS, CONTINUED:
Illinois, continued:
<S>  <C>      <C>                                                                                                    <C>
     $ 1,645  Illinois Health Facilities Authority Revenue, 6.13%, 11/15/07, MBIA . . . . . . . . . . . . . .        $  1,711
         620  Illinois State, Revenue, 7.90%, 8/15/03, MBIA . . . . . . . . . . . . . . . . . . . . . . . . .             634
         220  Illinois State, 7.90%, 8/15/03, MBIA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             246
       6,200  Illinois State Toll Highway Priority Revenue, Series A, 6.30%, 1/1/12 . . . . . . . . . . . . .           6,464
           4  Illinois Health Facility Revenue (Prerefunded 8/15/95), Community-A, 7.90%, 8/15/03, MBIA . . .               4
       2,000  Kane County, Illinois, 6.25%, 6/1/09, FGIC  . . . . . . . . . . . . . . . . . . . . . . . . . .           2,095
       1,485  Northlake, Illinois, 5.40%, 12/1/08, MBIA . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,450
                                                                                                                     -------- 
                                                                                                                       29,226
                                                                                                                     -------- 
Indiana (3.9%):
       1,000  Ft. Wayne, Indiana, Revenue, 7.50%, 12/15/11, FGIC  . . . . . . . . . . . . . . . . . . . . . .           1,080
       1,000  Greater Clark, Indiana, 6.70%, 1/1/03, AMBAC  . . . . . . . . . . . . . . . . . . . . . . . . .           1,083
       1,000  Indiana State Vocational Technical, 6.50%, 7/1/07, AMBAC  . . . . . . . . . . . . . . . . . . .           1,079
       2,910  Indianapolis, Indiana, Knob in the Woods, 6.38%, 12/1/24  . . . . . . . . . . . . . . . . . . .           3,099
       2,035  Whitley County, Indiana Middle School Building Corp., 6.25%, 7/15/10  . . . . . . . . . . . . .           2,081
                                                                                                                     -------- 
                                                                                                                        8,422
                                                                                                                     -------- 
Iowa (1.8%):
         600  Des Moines, Iowa, Hospital Facilities Revenue, 4.50%,* 8/1/15, LOC Fuji Bank Ltd. . . . . . . .             600
       1,650  Iowa, Revenue Bonds, Series F, 6.15%, 7/1/04  . . . . . . . . . . . . . . . . . . . . . . . . .           1,751
       1,500  Iowa State, Student Loan Liquidity Revenue, 6.50%, 12/1/99, AMBAC . . . . . . . . . . . . . . .           1,571
                                                                                                                     -------- 
                                                                                                                        3,922
                                                                                                                     -------- 
Kansas (0.8%):
       1,750  Wichita, Kansas Hospital Revenue, St. Francis-III-A-3, 6.25%, 10/1/10, MBIA . . . . . . . . . .           1,800
                                                                                                                     -------- 
Louisiana (1.6%):
         267  Louisiana Housing Finance Agency, 7.80%, 12/1/09  . . . . . . . . . . . . . . . . . . . . . . .             294
       3,250  Louisiana, Series 94-A, 6.00%, 5/1/13, AMBAC  . . . . . . . . . . . . . . . . . . . . . . . . .           3,258
                                                                                                                     -------- 
                                                                                                                        3,552
                                                                                                                     -------- 
Maryland (0.6%):
       1,150  Anne Arundel County, Maryland-B, Second Issue, 7.70%, 3/15/06 . . . . . . . . . . . . . . . . .           1,266
                                                                                                                     -------- 
Massachusetts (2.8%):
       1,550  Chelsea, Massachusetts, GO 6.00%, 6/15/14 . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,540
       1,070  Lowell, Massachusetts, Limited GO, 5.90%, 4/1/09  . . . . . . . . . . . . . . . . . . . . . . .           1,077
       2,000  Massachusetts State, Series B, 5.38%, 7/1/07, MBIA  . . . . . . . . . . . . . . . . . . . . . .           1,995
       1,465  Worcester, Series 95-A, 6.15%, 5/1/08, MBIA . . . . . . . . . . . . . . . . . . . . . . . . . .           1,509
                                                                                                                     -------- 
                                                                                                                        6,121
                                                                                                                     -------- 
Minnesota (1.4%):
       1,500  Detroit Lakes, Minnesota Health Care Facilities, 6.00%, 2/15/12 . . . . . . . . . . . . . . . .           1,506
       1,500  Northern Municipal Power Agency Minnesota Electric, Series A, 5.90%, 1/1/07, AMBAC  . . . . . .           1,539
                                                                                                                     -------- 
                                                                                                                        3,045
                                                                                                                     -------- 
Missouri (2.2%):
       1,500  Missouri State Health  & Educational Facilities Authority, Series AA, 6.25% 6/1/16  . . . . . .           1,528
       2,250  Kansas City Missouri, Metro Community Colleges Building Corporation, Series A, 5.10%, 7/1/06,             
                FGIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,185
       1,150  Warrensburg, Missouri Public Facilities Authority, 6.00%, 3/1/09, FGIC  . . . . . . . . . . . .           1,172
                                                                                                                     -------- 
                                                                                                                        4,885
                                                                                                                     -------- 
Nevada (2.0%):
       1,000  Nevada State, Limited Tax General Obligation, 7.00%, 7/1/01 . . . . . . . . . . . . . . . . . .           1,116
       3,010  Washoe County, Nevada School District, 6.13%, 8/1/07, MBIA  . . . . . . . . . . . . . . . . . .           3,108
                                                                                                                     -------- 
                                                                                                                        4,224
                                                                                                                     -------- 
New Hampshire (0.6%):
       1,225  New Hampshire, St. Joseph Hospital, 6.25%, 1/1/06 . . . . . . . . . . . . . . . . . . . . . . .           1,272
                                                                                                                     -------- 
New Mexico (3.1%):
       1,405  New Mexico Educational Assistance, Student Loan Revenue, 6.45%, 4/1/99, AMBAC . . . . . . . . .           1,459
       5,040  New Mexico Educational Assistance, Series, 1992-A, 6.85%, 4/1/05, AMBAC . . . . . . . . . . . .           5,298
                                                                                                                     -------- 
                                                                                                                        6,757
                                                                                                                     -------- 
New York (1.6%):
       1,000  New York City, 4.55%,* 10/1/23, LOC Norinchukin Bank  . . . . . . . . . . . . . . . . . . . . .           1,000
</TABLE>


34


                                    B-347

<PAGE>   653
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                   MARKET
  AMOUNT                                                 DESCRIPTION                                                 VALUE
 --------                                                -----------                                                 ------
MUNICIPAL BONDS, CONTINUED:
New York, continued:
<S>  <C>      <C>                                                                                                    <C>
     $   800  New York, New York City Revenue, Series A, 4.50%,* 6/15/25  . . . . . . . . . . . . . . . . . .        $    800
         200  New York, New York City Revenue, 4.05%,* 10/1/21  . . . . . . . . . . . . . . . . . . . . . . .             200
       1,350  Triborough Bridge & Tunnel Authority, 9.00%, 1/1/11 (Prerefunded 7/1/95)  . . . . . . . . . . .           1,377
                                                                                                                     -------- 
                                                                                                                        3,377
                                                                                                                     -------- 
North Carolina (0.3%):
         600  Person County, North Carolina, 4.75*, 11/1/16, LOC Fuji Bank  . . . . . . . . . . . . . . . . .             600
                                                                                                                     -------- 
Ohio (1.4%):
       1,790  Fairfield, Ohio, City School District, 7.20%, 12/1/10, Callable 12/1/05 @ 103 . . . . . . . . .           2,005
       1,000  Montgomery County, Ohio, Various Purpose Limited Tax, 6.65%, 9/1/08 . . . . . . . . . . . . . .           1,100
                                                                                                                     -------- 
                                                                                                                        3,105
                                                                                                                     -------- 
Oregon (1.7%):
       1,435  Portland, Oregon, Airport, 6.75%, 7/1/09, MBIA  . . . . . . . . . . . . . . . . . . . . . . . .           1,544
       2,075  Washington County, Oregon, GO Unlimited, 6.10%, 6/1/05  . . . . . . . . . . . . . . . . . . . .           2,228
                                                                                                                     -------- 
                                                                                                                        3,772
                                                                                                                     -------- 
Pennsylvania (0.7%):
       1,600  Dauphincty, Pennsylvania, Revenue, 6.00%, 1/1/08, MBIA  . . . . . . . . . . . . . . . . . . . .           1,602
                                                                                                                     -------- 
Puerto Rico (0.5%):
       1,000  Puerto Rico Commonwealth 5.65%, 7/1/15  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             982
                                                                                                                     -------- 
Rhode Island (1.0%):
       1,000  Rhode Island, Revenue Bond, 6.10%, 10/1/05, MBIA  . . . . . . . . . . . . . . . . . . . . . . .           1,021
       1,000  Rhode Island, Revenue Bond, 6.20%, 10/1/06, MBIA  . . . . . . . . . . . . . . . . . . . . . . .           1,048
                                                                                                                     -------- 
                                                                                                                        2,069
                                                                                                                     -------- 
South Carolina (0.7%):
       1,455  Richland County, South Carolina, Unlimited Tax GO, 6.60%, 3/1/04  . . . . . . . . . . . . . . .           1,595
                                                                                                                     -------- 
South Dakota (0.2%):
         500  South Dakota State, Housing Development Authority, 6.50%, 5/1/96  . . . . . . . . . . . . . . .             506
                                                                                                                     -------- 
Tennessee (0.7%):
         550  Metropolitan Government, Nashville & Davidson County, Series A, 6.80%, 7/1/95 . . . . . . . . .             550
       1,000  Shelby County, Tennessee, 7.50%, 6/1/07, MBIA . . . . . . . . . . . . . . . . . . . . . . . . .           1,084
                                                                                                                     -------- 
                                                                                                                        1,634
                                                                                                                     -------- 
Texas (9.0%):
       2,800  Austin, Texas Housing Finance Corp., 0.00%, 12/1/11, MBIA . . . . . . . . . . . . . . . . . . .           1,029
       1,000  Bexar County, Revenue, 6.63%, 8/15/04, Callable 8/15/14 @ 102 . . . . . . . . . . . . . . . . .           1,059
       5,000  Coastal Bend Health Facilities Development, Texas, Series C, 5.93%, 11/15/13, AMBAC . . . . . .           4,906
       2,000  Grand Prairie, Texas Health Facilities, 6.50%, 11/1/04, AMBAC . . . . . . . . . . . . . . . . .           2,113
       1,740  Houston, Texas, Housing Finance Corporation, Series A, 5.35%, 6/1/02, FSA . . . . . . . . . . .           1,747
       1,200  Lubbock, Texas, 4.20%,* 7/1/13  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,200
       1,000  San Antonio, Texas, 7.00%, 8/1/09, FSA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,049
       4,955  Texas Health Facilities Development Corp. , 6.25%, 8/15/12, MBIA  . . . . . . . . . . . . . . .           5,054
       1,285  Texas, Revenue, 8.40%, 1/1/21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,360
                                                                                                                     -------- 
                                                                                                                       19,517
                                                                                                                     -------- 
Utah (2.8%):
         800  Carbon, County, Utah Pollution Control, 4.20%*, 11/1/24 , AMBAC . . . . . . . . . . . . . . . .             800
       2,000  Intermountain Power Agency, Utah, 6.50%, 7/1/09, MBIA . . . . . . . . . . . . . . . . . . . . .           2,105
       1,250  Utah State, Revenue, 7.05%, 3/1/05, FSA . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,353
       1,900  Utah State Housing Finance Agency, 6.35%, 7/1/12  . . . . . . . . . . . . . . . . . . . . . . .           1,902
                                                                                                                     -------- 
                                                                                                                        6,160
                                                                                                                     -------- 
Virginia (2.5%):
       1,750  Virginia Public School Building, 6.13%, 8/1/09, FSA . . . . . . . . . . . . . . . . . . . . . .           1,811
       2,000  Virginia State Housing Development Authority, Series 95-A, Sub Series A-1, 6.80%, 7/1/06,
                AMBAC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . .           2,133
       1,340  Virginia State Housing Development Authority, Series J, Sub Series J-1, 6.65%, 7/1/10 . . . . .           1,390
                                                                                                                     -------- 
                                                                                                                        5,334
                                                                                                                     -------- 
Washington (6.1%):
       4,160  King County, Washington, 6.13%, 12/1/13, FSA  . . . . . . . . . . . . . . . . . . . . . . . . .           4,170
       2,000  Kitsap County Washington School District, 6.13%, 12/1/08, MBIA  . . . . . . . . . . . . . . . .           2,110
       5,000  Shohomish County, Washington Public Utility, 6.00%, 1/1/13, FGIC  . . . . . . . . . . . . . . .           5,038
</TABLE>


                                                                              35


                                    B-348

<PAGE>   654
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                   MARKET
  AMOUNT                                                 DESCRIPTION                                                 VALUE
 --------                                                -----------                                                 ------
MUNICIPAL BONDS, CONTINUED:
Washington, continued:
<S>  <C>      <C>                                                                                                    <C>
     $ 2,000  Spokane, Washington, Revenue, 5.50%, 12/1/10, AMBAC . . . . . . . . . . . . . . . . . . . . . .        $  1,920
                                                                                                                     -------- 
                                                                                                                       13,238
                                                                                                                     -------- 
Wyoming (3.8%):
         600  Big Horn County, Wyoming School District No. 3, 6.05%, 6/1/14 . . . . . . . . . . . . . . . . .             599
       4,765  Natrona County, Wyoming Hospital Revenue, 6.00%, 9/15/15, AMBAC . . . . . . . . . . . . . . . .           4,717
       1,395  Sweetwater, Wyoming Greenriver, 7.00%, 6/1/04, MBIA . . . . . . . . . . . . . . . . . . . . . .           1,562
       1,300  Wyoming Student Loan Corporation, 4.62%,* 12/1/05 . . . . . . . . . . . . . . . . . . . . . . .           1,300
                                                                                                                     -------- 
                                                                                                                        8,178
                                                                                                                     -------- 
  Total Municipal Bonds                                                                                               207,008
                                                                                                                     -------- 
  Total (Cost--$203,934)(a)                                                                                          $207,008
                                                                                                                     ========
<FN>

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

Percentages indicated based on net assets of $217,959.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
                       <S>                                                                                  <C>
                       Unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .        $3,613
                       Unrealized depreciaton  . . . . . . . . . . . . . . . . . . . . . . . . . . .          (539)
                                                                                                            ------
                       Net unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . .        $3,074
                                                                                                            ======
</TABLE>


* Floating Rate Demand Notes are securities with yields that vary with a
  designated market index or market rate.  These securities are payable on the
  date of demand.  The rate reflected on the Schedule of Portfolio Investments
  is the effective rate at June 30, 1995.

AMBAC--American Municipal Bond Assurance Corp.
FGIC--Financial Guaranty Insurance Corp.
FSA--Financial Security Assurance
GO--General Obligation
LOC--Letter of Credit
MBIA--Municipal Bond Insurance Association


See notes to financial statements.


36


                                    B-349

<PAGE>   655
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                   MARKET
  AMOUNT                                                 DESCRIPTION                                                 VALUE
 --------                                                -----------                                                 ------
MUNICIPAL BONDS (98.6%):
Alaska (1.2%)
<S>   <C>     <C>                                                                                                    <C>
      $  500  Alaska Muni Bond 6.75%, 7/1/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $    500
          68  Alaska State Housing Finance 8.20%, 12/1/97 . . . . . . . . . . . . . . . . . . . . . . . . . .              70
       1,750  Alaska State Housing Finance Single Family Mortgage Backed Securities Program 8.00%, 3/1/09 . .           1,868
          60  Alaska State Housing Finance Corp. 8.25%, 12/1/98 . . . . . . . . . . . . . . . . . . . . . . .              61
          60  Alaska State Housing Finance Corp. 8.25%, 12/1/00 . . . . . . . . . . . . . . . . . . . . . . .              62
                                                                                                                     -------- 
                                                                                                                        2,561
                                                                                                                     -------- 
Arizona (2.0%):
       4,000  Phoenix, Arizona Single Family Mortgage Revenue 6.10%, 12/1/17  . . . . . . . . . . . . . . . .           4,015
                                                                                                                     -------- 
Arkansas (4.2%):
         105  Arkansas 8.00%, 8/15/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             113
         980  Arkansas Development Finance Authority Single Family Mortgage Revenue, Series 89-A 7.75%,                 
              4/1/21, Callable 12/1/98 @ 102  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,034
       3,650  Arkansas State Development Finance Authority, Series 1 0.00%, 12/1/11 . . . . . . . . . . . . .           1,173
         140  Arkansas State Development Finance Authority Single Family Mortgage Revenue, Series B 7.70%,                
              12/1/14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             145
         497  Drew County Public Facilities Board Single Family Mortgage Revenue, Series A-2
              7.90%, 8/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             533
         209  Drew County Public Facilities Board Single Family Mortgage Revenue, Series 1993-B
              7.75%, 8/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             216
         744  Jacksonville Residential Housing Facilities Board Single Family Mortgage Revenue, Series 93A-2              
              7.90%, 1/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             808
         347  Jacksonville Residential Housing Facilities Board Single Family Mortgage Revenue, Series B                  
              7.75%, 1/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             369
         834  Lonoke County Residential Housing Facilities Board Single Family Mortgage Revenue, Series A-2               905
              7.90%, 4/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
         406  Lonoke County Residential Housing Facilities Board Single Family Mortgage Revenue, Series 1993B             
              7.38%, 4/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             417
       1,803  Pope County Residential Housing Facilities Board Single Family Mortgage Revenue, Series B                 
              7.75%, 9/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,920
         714  Stuttgart Public Facilities Board Single Family Mortgage Revenue, Series A, Class A-2 7.90%,                
              9/1/11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             751
         334  Stuttgart Public Facilities Board Single Family Mortgage Revenue, Series B 7.75%, 9/1/11  . . .             348
                                                                                                                     -------- 
                                                                                                                        8,732
                                                                                                                     -------- 
California (4.2%):
         810  California, Series 85-B 8.63%, 8/1/15 Insured: MBIA . . . . . . . . . . . . . . . . . . . . . .             828
       1,250  California Multi-Family Mortgage, Series 84-A 9.00%, 10/1/96  . . . . . . . . . . . . . . . . .           1,289
          75  California Housing Finance Agency Home Mortgage Revenue, Series 91-C 7.45%, 8/1/11  . . . . . .              78
       2,000  California, PCR Waste Management, Inc., Series 91-A 7.15%, 2/1/11 . . . . . . . . . . . . . . .           2,143
         350  California Rural Home 7.25%, 12/1/24  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             375
       1,115  California State Housing Finance Agency Home Mortgage Revenue, Series F 7.88%, 8/1/19 . . . . .           1,151
       2,000  Northern California Transmission Revenue, 5.50%, 4/29/24  . . . . . . . . . . . . . . . . . . .           1,830
       1,040  Redondo Beach Redevelopment Agency Residential Mortgage Revenue, Series B 6.25%, 6/1/11 . . . .           1,044
                                                                                                                     -------- 
                                                                                                                        8,738
                                                                                                                     -------- 
Colorado (16.9%):
          80  Adams County Single Family Mortgage Revenue, Series C 8.25%, 11/1/07  . . . . . . . . . . . . .              84
         650  Arapahoe County Single Family Mortgage Revenue, Series 83A 0.00%, 12/1/09 . . . . . . . . . . .             137
       5,225  Aurora Single Family Mortgage Revenue, Series 93A 7.30%, 5/1/10 . . . . . . . . . . . . . . . .           5,408
       1,000  Aurora, 0.00% 9/1/15 Prerefunded 3/1/13 @ 75  . . . . . . . . . . . . . . . . . . . . . . . . .             269
       1,985  Aurora Single Family Mortgage Revenue, Series 93B 7.50%, 5/1/11 . . . . . . . . . . . . . . . .           2,079
       2,520  Brush Creek Co. 6.70%, 11/15/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,555
       1,410  Central City 7.40%, 12/1/07 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,477
         655  Central City 7.50%, 12/1/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             670
         400  Central City 8.63%, 9/15/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             426
       1,000  Colorado Housing Finance Authority Single Family Mortgage Revenue 6.25%, 12/1/09  . . . . . . .           1,010
</TABLE>


                                                                              37




                                    B-350

<PAGE>   656
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>    <C>    <C>                                                                                                     <C>
MUNICIPAL BONDS, CONTINUED
Colorado, continued:
        $410  Colorado Housing Finance Authority, Series 91 6.90%, 5/1/01 . . . . . . . . . . . . . . . . . . . .     $   430
       1,000  Colorado Housing Finance Authority 7.50%, 11/1/24, Callable 11/1/04 @ 105 . . . . . . . . . . . . .       1,076
       1,090  Colorado Housing Finance Authority Single Family Mortgage Revenue, Series 94-B 6.13%, 11/1/13 . . .       1,100
       1,750  Colorado Housing Finance Authority 6.80%, 8/1/14  . . . . . . . . . . . . . . . . . . . . . . . . .       1,785
         210  Colorado Housing Finance Authority Single Family Mortgage Revenue, Series 91B-2 7.25%, 8/1/11 . . .         219
         330  Colorado Housing Finance Authority Single Family Mortgage Revenue, Series 91B-2 6.90%, 8/1/17 . . .         337
         600  Colorado Housing Finance Authority Single Family Mortgage Revenue, 1985 Series A 0.00%, 9/1/14  . .          77
         190  Colorado Housing Finance Authority Single Family Mortgage Revenue, Series C 8.75%, 9/1/17 . . . . .         200
       1,250  Colorado Housing Finance Authority, Series 95-B 7.50%, 12/1/16  . . . . . . . . . . . . . . . . . .       1,366
         500  Colorado Housing Finance Authority Single Family, Series A 6.50%, 12/1/02 . . . . . . . . . . . . .         503
       2,605  Colorado State Housing Finance Authority Multi-Family Mortgage Revenue 6.00%, 10/1/25 . . . . . . .       1,882
         965  Colorado State Housing Finance Authority Multi-Family Mortgage Revenue 9.00%, 10/1/25 . . . . . . .         885
         585  Colorado State Housing Finance Authority Single Family Mortgage Revenue, 
              Series 91D-1 6.60%, 8/1/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         589
         935  Colorado State Post-Secondary Educational Facilities Authority National Technological
              University Project 7.75%, 12/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         943
       1,250  Eagles Nest, GO 6.50%, 11/15/17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,200
         410  El Paso County Home Mortgage Revenue, Series C 8.30%, 9/20/18 . . . . . . . . . . . . . . . . . . .         449
       1,475  Englewood Co., Series 85-B 6.00%, 12/15/18, Callable 11/15/09 @ 100 . . . . . . . . . . . . . . . .       1,386
       1,000  Interstate 8.00%, 12/1/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,011
       1,290  Jefferson County Single Family Mortgage Revenue, Series A 8.88%, 10/1/13  . . . . . . . . . . . . .       1,393
       1,500  Mesa County 0.00%, 12/1/11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         551
         980  Mountain Village Metropolitan District, San Miguel County 8.10%, 12/1/11  . . . . . . . . . . . . .       1,035
         165  Telluride Multi-Family Housing Revenue, Shandoka Apartments 7.25%, 6/1/08 . . . . . . . . . . . . .         172
         500  Telluride Housing Authority Shandoka Apartments Project 7.50%, 6/1/12 . . . . . . . . . . . . . . .         506
       1,500  Telluride Housing Authority Shandoka Apartments Project, Series 93 7.50%, 6/1/23  . . . . . . . . .       1,506
                                                                                                                      -------
                                                                                                                       34,716
                                                                                                                      -------
Delaware (0.1%):
         275  Delaware Housing Finance Authority Single Family Mortgage Revenue, Series 89-A 7.60%, 12/1/19, 
              Callable 12/1/99 @ 102  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         286
                                                                                                                      -------
Florida (3.1%):
       1,250  Brevard County Housing Authority Single Family Mortgage Revenue 6.13%, 9/1/09 . . . . . . . . . . .       1,253
          90  Duval County Single Family Mortgage Revenue, Series 90-C 7.30%, 9/15/15 . . . . . . . . . . . . . .          94
         615  Florida State Housing Finance Agency Home Ownership Revenue, Series G-2 7.50%, 9/1/14 . . . . . . .         653
       1,000  Leon County Housing Finance Authority 7.30%, 1/1/28 . . . . . . . . . . . . . . . . . . . . . . . .       1,069
         940  Manatee County 8.38%, 5/1/25  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,028
       1,000  Pinellas County Housing Authority 6.35%, 2/1/17 . . . . . . . . . . . . . . . . . . . . . . . . . .       1,010
       1,205  Pinellas County Housing Authority 6.25%, 8/1/12 . . . . . . . . . . . . . . . . . . . . . . . . . .       1,217
                                                                                                                      -------
                                                                                                                        6,324
                                                                                                                      -------
Georgia (1.3%):
       2,500  Cobb County 9.00%, 10/1/10  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,637
                                                                                                                      -------
Idaho (0.0%):
          65  Idaho 6.35%, 7/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          65
                                                                                                                      -------
Illinois (5.4%):
       5,890  Addison Alton, Granite County, 0.00% 7/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,135
       1,750  Aurora Kane County 7.95%, 10/1/25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,914
         355  Aurora Kane County 8.05%, 9/1/25  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         390
       5,250  Bolingbrook Mortgage Revenue, Series 1 0.00%, 1/1/11  . . . . . . . . . . . . . . . . . . . . . . .       1,785
       1,100  Danville Single Family Mortgage Revenue 7.30%, 11/1/10  . . . . . . . . . . . . . . . . . . . . . .       1,150
       3,530  Freeport 0.00%, 8/1/10  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,041
</TABLE>

Continued

38


                                    B-351

<PAGE>   657
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>   <C>     <C>                                                                                                      <C>
MUNICIPAL BONDS, CONTINUED:
Illinois, continued:
      $  245  Illinois Housing Development Authority, Series 91-A 7.35%, 8/1/10 . . . . . . . . . . . . . . .            $259
          95  Illinois Housing Development Authority Residential Mortgage Revenue, Series
              83-B 0.00%, 2/1/15 .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              13
       4,685  Moline Single Family Mortgage Revenue, 92 Sub-Series 1 0.00%, 9/1/08  . . . . . . . . . . . . .           1,640
         700  Quincy Single Family Mortgage Revenue, Series 94-A 6.88%, 3/1/10, Callable 3/1/04 @ 102 . . . .             718
         130  Rock Island Residential Mortgage Revenue 7.70%, 9/1/08  . . . . . . . . . . . . . . . . . . . .             138
                                                                                                                      -------
                                                                                                                       11,183
                                                                                                                      -------
Indiana (1.5%):
         375  Anderson Multi-Family Housing Revenue, Parker Housing Corp., Series B 9.00%, 6/1/07 . . . . . .             365
       1,585  Indiana State Housing Finance Authority, 7.95%, 7/1/10  . . . . . . . . . . . . . . . . . . . .           1,702
       1,000  Indianapolis Multi-Family Revenue, Sunrise Apartments Project, Series 93-A 6.80%, 6/1/19  . . .             989
                                                                                                                      -------
                                                                                                                        3,056
                                                                                                                      -------
Iowa (2.0%):
         650  Davenport 7.90%, 3/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             727
         100  Des Moines Hospital Facilities Revenue 4.50%*, 8/1/15 . . . . . . . . . . . . . . . . . . . . .             100
       2,535  Iowa Finance Authority Single Family Mortgage Revenue 6.40%, 7/1/19 . . . . . . . . . . . . . .           2,526
         785  Iowa Finance Authority Single Family Mortgage Revenue 7.90%, 11/1/22  . . . . . . . . . . . . .             830
                                                                                                                      -------
                                                                                                                        4,183
                                                                                                                      -------
Kansas (4.5%):
         955  Ford City Single Family Mortgage Revenue 7.90%, 8/1/10  . . . . . . . . . . . . . . . . . . . .           1,008
       2,250  Johnson City 7.10%, 5/1/12, Callable 5/1/04 @ 103 . . . . . . . . . . . . . . . . . . . . . . .           2,377
         815  Labette County Single Family Mortgage Revenue, Series A 8.40%, 12/1/11  . . . . . . . . . . . .             872
       2,400  Reno and Labette Counties Capital Accumulation, 0.00%, 12/1/15 Series A . . . . . . . . . . . .             690
         760  Reno County Single Family Refunding Revenue 8.70%, 9/1/11 . . . . . . . . . . . . . . . . . . .             818
         470  Sedgwick Shawnee County 7.80%, 11/1/24, Callable 11/1/04 @ 105  . . . . . . . . . . . . . . . .             512
         465  Sedgwick Shawnee County 7.80%, 5/1/14, Callable 11/1/04 @ 103 . . . . . . . . . . . . . . . . .             504
         970  Sedgwick Single Family Mortgage Revenue 8.20%, 5/1/14 . . . . . . . . . . . . . . . . . . . . .           1,057
         460  Sedgwick Shawnee County Single Family Mortgage Revenue 8.05%, 5/1/14  . . . . . . . . . . . . .             513
         885  Wichita Single Family Mortgage Revenue 7.10%, 9/1/09  . . . . . . . . . . . . . . . . . . . . .             910
                                                                                                                      -------
                                                                                                                        9,261
                                                                                                                      -------
Louisiana (3.3%):
       1,690  Bossier Public Trust Finance Authority Single Family Mortgage Revenue, Series
              93 8.50%, 11/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,804
         900  Calcasieu Parish Public Transportation Authority, Series B 0.00%, 5/1/13  . . . . . . . . . . .             254
         895  Iberia Single Family Mortgage Revenue, Series 1993 7.38%, 1/1/11  . . . . . . . . . . . . . . .             952
         122  Lafayette Public Facilities Authority Single Family Mortgage Revenue, Series 1992 7.50%,
               10/1/15  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             129
         960  Lousiana Housing Finance Authority Single Family Mortgage Revenue, Series 85-A
              9.38%, 2/1/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             990
       1,180  Louisiana Housing Authority7.00% through 3/1/95, 7.10% through 9/1/04 . . . . . . . . . . . . .           1,199
         167  Louisiana Public Facilities Authority Single Family Mortgage Revenue, Series C 8.45%,
              12/1/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             178
         365  Shreveport Housing Authority Multi-Family Housing Revenue, U.S. Goodman--Section 8 6.13%,
              8/1/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             350
         635  Shreveport Housing Authority Multi-Family Housing Revenue, U.S. Goodman--Section 8 6.13%,
               8/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             604
         364  St. Mary Public Finance Authority Single Family Mortgage Revenue, Series A 7.63%, 3/25/12 . . .             388
                                                                                                                      -------
                                                                                                                        6,848
                                                                                                                      -------
Maine (0.2%):
         300  Maine Housing Authority Single Family Mortgage Revenue 6.90%, 11/15/01  . . . . . . . . . . . .             320
                                                                                                                      -------  
Massachusetts (0.8%):
         985  Massachussetts Housing Finance Agency, Series 21 7.13%, 6/1/25  . . . . . . . . . . . . . . . .           1,017
         250  Massachusetts State Housing Finance Agency Multi-Family Housing Revenue, Series 88-B 8.10%,                 260
              8/1/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
         455  Massachussetts 7.00%, 12/1/23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             466
                                                                                                                      -------
                                                                                                                        1,743
                                                                                                                      -------
</TABLE>


Continued


                                                                              39


                                    B-352

<PAGE>   658
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>   <C>     <C>                                                                                                      <C>
MUNICIPAL BONDS, CONTINUED
Michigan (1.0%):
      $  645  Michigan Housing Development Authority 7.65%, 12/1/12 . . . . . . . . . . . . . . . . . . . . . . .      $  667
       1,395  Michigan State Housing Development Authority Single Family Mortgage Revenue, Series 90-A 7.50%,
               6/1/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,449
                                                                                                                      -------
                                                                                                                        2,116
                                                                                                                      -------
Minnesota (1.1%):
       1,000  Coon Rapids Multi-Family Housing Revenue, Epiphany Pines Project 7.20%, 9/1/16  . . . . . . . . . .         974
         850  Minnesota Housing Finance Agency Single Family Mortgage Revenue, Series 94-D 4.55%, 7/1/25, . . . .         771
         560  Minnesota State Housing Finance Authority 7.10%, 2/1/21 . . . . . . . . . . . . . . . . . . . . . .         569
                                                                                                                      -------
                                                                                                                        2,314
                                                                                                                      -------
Mississippi (2.1%):
       1,000  Mississippi, Series 93-C 6.05%, 9/1/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         991
       2,000  Mississippi Home Corp., Series 94-B 7.90%, 3/1/25, Callable 3/1/05 @ 106  . . . . . . . . . . . . .       2,197
       1,100  Mississippi Home Corp., Series 94-F 7.10%, 12/1/10  . . . . . . . . . . . . . . . . . . . . . . . .       1,172
                                                                                                                      -------
                                                                                                                        4,360
                                                                                                                      -------
Missouri (1.6%):
         670  Grandview Multi-Family Housing Revenue 9.25%, 5/15/08 . . . . . . . . . . . . . . . . . . . . . . .         692
       2,295  Jackson County 10.00%, 3/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,295
         205  Missouri State Housing Development Single Family Mortgage Revenue, Series 91-A 6.80%, 8/1/15  . . .         213
                                                                                                                      -------
                                                                                                                        3,200
                                                                                                                      -------
Montana (1.4%):
       1,576  Greenwood Plaza Housing, Inc. Montana Project Financial Housing Authority, Section - B 10.43%, 
               1/1/22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,702
         135  Montana State Housing Authority Board Single Family Mortgage Program, Series 91A-1 7.00%,      
              10/1/17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         140
       1,000  Montana State Housing Authority Board Single Family Mortgage Program, Series 92AR 6.40%,       
              12/1/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,000
                                                                                                                      -------
                                                                                                                        2,842
                                                                                                                      -------
Nebraska (0.7%):
       6,700  Nebraska State Investment Finance Authority Single Family Mortgage Revenue 0.00%, 12/15/13  . . . .       1,072
         275  Nebraska 6.35%, 3/15/06 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         280
                                                                                                                      -------
                                                                                                                        1,352
                                                                                                                      -------
Nevada (0.8%):
         905  Nevada Housing Development Authority 7.90%, 10/1/21, Callable 4/1/02 @ 100  . . . . . . . . . . . .         943
         435  Nevada Housing Development Authority Single Family Mortgage Revenue, Series B-1 6.20%, 10/1/15  . .         427
         250  West Wendover Recreation District 6.50%, 12/1/09  . . . . . . . . . . . . . . . . . . . . . . . . .         242
                                                                                                                      -------
                                                                                                                        1,612
                                                                                                                      -------
New Hampshire (0.1%):
         300  New Hampshire State Housing Finance Authority Single Family Residential, Series A 6.85%, 1/1/25 . .         308
                                                                                                                      -------
New Jersey (1.2%):
         935  New Jersey State Housing and Mortgage Finance Agency Series C 7.38%, 10/1/17  . . . . . . . . . . .         973
         710  New Jersey State Housing 8.38%, 4/1/17  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         757
         705  New Jersey State Higher Education Authority 7.00%, 7/1/05, Callable 7/1/01 @ 102, 7/1/03 @ 100  . .         739
                                                                                                                      -------
                                                                                                                        2,469
                                                                                                                      -------
New Mexico (3.0%):
         715  Bernalillo County La Resolana Apartments, Sub A-2 7.00%, 11/1/08  . . . . . . . . . . . . . . . . .         700
       1,295  Bernalillo County Multi-Family Mortgage Revenue, La Resolana Apartments, Series A-1 7.50%,                
               11/1/08  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,269
         525  Hobbs Single Family Mortgage Revenue 8.75%, 7/1/11  . . . . . . . . . . . . . . . . . . . . . . . .         567
         190  Las Cruces Housing Development Corp. Multi-Family Housing Revenue, Series B 9.00%, 10/1/03  . . . .         191
       1,140  Las Cruces Housing Development Corp. Multi-Family Housing Revenue, Series A 6.40%, 10/1/19  . . . .       1,099
         360  New Mexico Mortgage Finance Authority Federal National Mortgage Association, Series 93-C 5.35%,             
               1/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         335
         220  New Mexico Mortgage Finance Authority Single Family Mortgage Revenue, Series 82-A 12.00%,                   
               7/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         223
         470  New Mexico Mortgage Finance Authority Single Family Mortgage Revenue, Series A-2 6.85%, 7/1/12  . .         484
</TABLE>


Continued

40


                                    B-353

<PAGE>   659
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>   <C>     <C>                                                                                                     <C>
MUNICIPAL BONDS, CONTINUED
New Mexico, continued:
      $  350  New Mexico Mortgage Finance Authority Single Family Mortgage Revenue, Series A 7.80%, 3/1/21  . . .     $   355
          45  New Mexico Mortgage Finance Authority Single Family Mortgage Revenue, Series A-2 7.80%, 9/1/21  . .          46
       1,000  New Mexico 6.45%, 7/1/25  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         986
                                                                                                                      -------
                                                                                                                        6,255
                                                                                                                      -------
New York (5.0%):
       1,820  Clay County 6.20%, 9/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,816
       1,100  New York City, GO 4.55%*, 9/1/95  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,100
       1,400  New York State, Series 91-UU 7.75%, 10/1/23,  . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,496
         500  New York Energy, Series 1985-A 4.55%*, 7/1/15 . . . . . . . . . . . . . . . . . . . . . . . . . . .         500
       5,400  New York City Municipal Water Financial Authority Water and Sewer System Revenue, Series A
               4.50%*, 6/15/25  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,400
                                                                                                                      -------
                                                                                                                       10,312
                                                                                                                      -------
North Dakota (1.2%):
         760  North Dakota Housing Finance Authority 8.38%, 7/1/19  . . . . . . . . . . . . . . . . . . . . . . .         784
       1,595  North Dakota State 8.38%, 7/1/21, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,649
                                                                                                                      -------
                                                                                                                        2,433
                                                                                                                      -------
Ohio (2.4%):
       1,200  Ohio Housing Finance Agency Single Family Mortgage Revenue 7.65%, 3/1/29, . . . . . . . . . . . . .       1,276
       2,230  Ohio Housing Finance Agency Single Family Mortgage Revenue, Series 84-A 0.00%, 8/1/15 . . . . . . .         220
         290  Ohio Housing Finance Agency Single Family Mortgage Revenue, Series A 7.15%, 3/1/01  . . . . . . . .         301
       1,125  Ohio Housing Finance Authority Single Family Mortgage Revenue, Series 91-D 7.05%, 9/1/16  . . . . .       1,152
         985  Ohio Housing Finance Authority Single Family Mortgage Revenue 7.00%, 9/1/11 . . . . . . . . . . . .       1,015
       1,000  West Clermont Local Schools 7.13%, 12/1/19  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,056
                                                                                                                      -------
                                                                                                                        5,020
                                                                                                                      -------
Oklahoma (0.3%):
         610  Oklahoma City Finance Authority Suboro Timberwoods Apartments 9.00%, 6/1/09 . . . . . . . . . . . .         619
                                                                                                                      -------
Pennsylvania (3.9%):
       4,275  Cambia 5.65%, 12/1/16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,275
       2,805  Pittsburgh Urban Redevelopment Authority Mortgage Revenue, Series A 8.35%, 10/1/14  . . . . . . . .       2,910
         815  Pittsburgh Urban Redevelopment Authority Single Family Mortgage Revenue, Series 88-C 6.13%,    
               12/1/16  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         787
                                                                                                                      -------
                                                                                                                        7,972
                                                                                                                      -------
Rhode Island (1.7%):
       2,425  Rhode Island Housing and Mortgage Finance 8.25%, 10/1/22, . . . . . . . . . . . . . . . . . . . . .       2,562
         835  Rhode Island 6.80%, 10/1/23, Callable 10/1/01 @ 102, 10/1/03 @ 100  . . . . . . . . . . . . . . . .         843
                                                                                                                      -------
                                                                                                                        3,405
                                                                                                                      -------
South Carolina (1.0%):
       2,000  South Carolina Housing Finance Authority 7.00%, 7/11/11, Amortized to 7/1/02 @ 100  . . . . . . . .       2,045
                                                                                                                      -------
South Dakota (0.9%):
         400  South Dakota Housing Development Authority Single Family Mortgage Revenue 6.80%, 5/1/12,                    410
              Callable 5/1/03 @ 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
         440  South Dakota Housing Development Authority 7.05%, 5/1/11  . . . . . . . . . . . . . . . . . . . . .         454
       1,000  South Dakota Student Loan 7.63%, 8/1/06 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,061
                                                                                                                      -------
                                                                                                                        1,925
                                                                                                                      -------
Tennessee (1.9%):
       1,305  Memphis Health, Educational and Housing Facilities Board Multi-Family Mortgage Revenue,                   
              Edgewater Terrace 7.38%, 1/20/27  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,365
       1,150  Tennessee Housing Development Agency 7.70%, 7/1/16  . . . . . . . . . . . . . . . . . . . . . . . .       1,188
       1,370  Tennessee Housing Development Agency Single Family Mortgage Revenue, Series 91-V 7.65%, 7/1/22,           
              Callable 7/1/01 @ 102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,428
                                                                                                                      -------
                                                                                                                        3,981
                                                                                                                      -------
Texas (10.3%):
         215  Baytown Single Family Mortgage Revenue, Series 92 8.50%, 9/1/11 . . . . . . . . . . . . . . . . . .         235
       1,610  Beaumont Housing Finance Corp. Single Family Mortgage Revenue 9.20%, 3/1/12 . . . . . . . . . . . .       1,785
</TABLE>

Continued

                                                                              45


                                    B-354

<PAGE>   660
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>  <C>      <C>                                                                                                      <C>
MUNICIPAL BONDS, CONTINUED
Texas continued:
     $ 1,765  Bexar County Housing Finance Corp. Residential Revenue 0.00%, 3/1/15  . . . . . . . . . . . . .          $  488
       2,500  Central Texas 0.00%, 9/1/16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             666
       1,260  El Paso Housing Finance Corp. Single Family Mortgage Revenue 7.75%, 9/1/19  . . . . . . . . . .           1,320
         810  El Paso Housing Finance Corp. Single Family Mortgage Revenue, Series A 8.75%, 10/1/11 . . . . .             876
       1,260  Fort Worth Housing Finance Corp. 8.50%, 10/1/11 . . . . . . . . . . . . . . . . . . . . . . . .           1,377
       1,000  Laredo Housing Finance Corp. 6.20%, 10/1/19 . . . . . . . . . . . . . . . . . . . . . . . . . .           1,001
         800  Red River, PCR Southwestern Public Service 6.63%, 3/1/09  . . . . . . . . . . . . . . . . . . .             803
         495  San Antonio Housing Finance Corp. Park Ridge Apartments 9.55%, 12/1/02  . . . . . . . . . . . .             523
         970  San Antonio Housing Finance Corp. Britt Oak Ltd. Project, Series 94 9.75%, 1/1/10 . . . . . . .             978
         285  San Antonio, Series 94-A 7.88%, 4/1/12  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             288
         345  San Antonio, Series 94-B 9.00%, 4/1/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             351
       1,555  Southeast Texas 0.00%, 11/1/14  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             451
      17,635  Texas Housing Finance Corp., 0.00%, 3/1/15 Series 94-A  . . . . . . . . . . . . . . . . . . . .           4,563
       1,950  Travis City, Series 94-A 6.25%, 10/1/19 . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,952
         255  Travis County Housing Finance Corp. Residential Mortgage Revenue, Series A 7.00%, 12/1/11 . . .             268
         600  Texas Higher Education, Series 91-D 6.88%, 4/1/02 . . . . . . . . . . . . . . . . . . . . . . .             634
       1,485  Victoria Housing Finance Corp. Single Family Mortgage Revenue, Series A 8.50%, 1/1/11 . . . . .           1,591
       1,000  Winter Garden 6.20%, 10/1/19  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,014
                                                                                                                      -------
                                                                                                                       21,164
                                                                                                                      -------
Utah (0.3%):
         130  Utah State Housing Finance Agency Single Family Mortgage Revenue 8.50%, 7/1/04  . . . . . . . .             135
          80  Utah State Housing Finance Agency Single Family Mortgage Revenue, Issue D-2 7.00%, 1/1/16 . . .              82
         345  Utah State Housing Finance Agency Single Family Mortgage Revenue, Series A-1 6.00%, 7/1/12  . .             356
         120  Utah State Housing Finance Agency Single Family Mortgage Revenue, Series C-2 8.00%, 7/1/21  . .             126
                                                                                                                      -------
                                                                                                                          699
                                                                                                                      -------
Vermont (0.1%):
         195  Vermont Housing Finance Agency Single Family Mortgage Revenue 6.88%, 5/1/25 . . . . . . . . . .             195
                                                                                                                      -------
Virginia (0.4%):
         780  Virginia Beach Development Authority Multi-Family Housing Revenue, Wesleyan Courts Apartments  
               Poject 8.75%, 1/15/09  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             758
                                                                                                                      -------
Washington (3.6%):
         500  Pierce County Housing Authority Multi-Family Housing Revenue, Chateau Ranier Project 6.50%,
              9/1/23  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             463
         403  Skagit County Housing Authority Low Income Housing Assistance Revenue, Sea Mar Project 7.00%,
              6/20/03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             416
       6,760  Washington State Public Power, Series 91-A 6.00%, 7/1/12  . . . . . . . . . . . . . . . . . . .           6,557
                                                                                                                      -------
                                                                                                                        7,436
                                                                                                                      -------
West Virginia (1.0%):
       2,000  Pleasant County 6.15%, 5/1/15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,992
                                                                                                                      -------
</TABLE>





Continued
42


                                    B-355

<PAGE>   661
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
 PRINCIPAL                                                SECURITY                                                     MARKET
   AMOUNT                                                DESCRIPTION                                                    VALUE
 ---------                                               -----------                                                   ------
<S>    <C>    <C>                                                                                                    <C>
MUNICIPAL BONDS, CONTINUED:
Wisconsin (0.3%):
       $ 500  Wisconsin Housing and Economic Development Authority Home Ownership Revenue, Series A 7.00%,   
              9/1/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $525
                                                                                                                     --------
Wyoming (0.4%):
         250  Wyoming Community Development Authority Single Family Mortgage Revenue, Series E 7.75%, 6/1/09 . . .        261
         290  Wyoming Community Development Authority Single Family Mortgage Revenue, Series A 7.88%, 6/1/18 . . .        302
         315  Wyoming Community Development Authority Single Family Mortgage Revenue, Series A 6.88%, 6/1/14 . . .        325
                                                                                                                     --------
                                                                                                                          888
                                                                                                                     --------
  Total Municipal Bonds                                                                                               202,865
                                                                                                                     --------
INVESTMENT COMPANIES (0.0%):
           0  Provident Tax-Free Money Market Fund (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          0
                                                                                                                     --------
  Total Investment Companies                                                                                                0
                                                                                                                     --------
  Total (Cost--$203,754)(b)                                                                                          $202,865
                                                                                                                     ========
<FN>

- ---------

Percentages indicated are based on net assets of $205,704.

(a) Amount is less than one thousand.

(b) Represents cost for financial reporting purposes and differs from cost basis
    for federal income tax purposes by the amount of losses recognized for
    financial reporting in excess of federal income tax reporting of
    approximately $25.  Cost for federal income tax purposes differs from value
    by net unrealized depreciation of securities as follows:
</TABLE>

<TABLE>
              <S>                                                                   <C>
              Unrealized appreciation . . . . . . . . . . . . . . . . . . . .      $ 1,746
              Unrealized depreciation . . . . . . . . . . . . . . . . . . . .       (2,660)
                                                                                   ------- 
              Net unrealized depreciation . . . . . . . . . . . . . . . . . .      $  (914)
                                                                                   ======= 
</TABLE>


* Variable rate securities having liquidity sources through bank letters of
  credit and/or liquidity arrangements. The interest rate, which will change
  periodically, is based upon bank prime rates or an index of market interest
  rates.  The rate reflected on the Schedule of Portfolio Investments is the
  rate in effect on June 30, 1995.

GO--General Obligation
PCR--Pollution Control Revenue
MBIA--Municipal Bond Insurance Association


See notes to financial statements.


                                                                              43


                                    B-356


<PAGE>   662


THE ONE GROUP FAMILY OF MUTUAL FUNDS
KENTUCKY MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                   MARKET
   AMOUNT                                                 DESCRIPTION                                                 VALUE
   ------                                                 -----------                                                 -----
<S><C>        <C>                                                                                                     <C>
MUNICIPAL BONDS (97.1%):
Kentucky (91.9%):
   $     510  Clinton County, Kentucky, School District Finance 6.10%, 6/1/12 . . . . . . . . . . . . . . . . .       $   512
         585  Eastern Kentucky University, Revenues 5.38%, 5/1/04 . . . . . . . . . . . . . . . . . . . . . . .           587
         500  Eastern Kentucky University, Revenues 6.20%, 5/1/04 . . . . . . . . . . . . . . . . . . . . . . .           537
         500  Fayette County, Kentucky, School District Finance 6.00%, 5/1/03 . . . . . . . . . . . . . . . . .           518
         560  Hardin County, Kentucky, Hospital Revenue 4.50%, 10/1/02  . . . . . . . . . . . . . . . . . . . .           542
         295  Hardin County, Kentucky, Hospital Revenue 4.50%, 10/1/02  . . . . . . . . . . . . . . . . . . . .           285
         510  Hardin County, Kentucky, Hospital Revenue 4.75%, 10/1/04  . . . . . . . . . . . . . . . . . . . .           492
         250  Hardin County, Kentucky, Hospital Revenue 4.75%, 10/1/04  . . . . . . . . . . . . . . . . . . . .           241
         445  Hardin County, Kentucky, Hospital Revenue 5.00%, 10/1/06  . . . . . . . . . . . . . . . . . . . .           429
         725  Jefferson County, Kentucky, Capital Projects 6.10%, 8/15/07 . . . . . . . . . . . . . . . . . . .           741
         400  Jefferson County, Kentucky, Health Facility Revenue 6.00%, 5/1/01 . . . . . . . . . . . . . . . .           425
         500  Jefferson County, Kentucky, Health Facility Revenue 6.38%, 5/1/08 . . . . . . . . . . . . . . . .           525
         500  Jefferson County, Kentucky, Hospital Revenue 6.20%, 10/1/04 . . . . . . . . . . . . . . . . . . .           528
         635  Jefferson County, Kentucky, School District Financial 4.70%, 1/1/01 . . . . . . . . . . . . . . .           623
         500  Kenton County, Kentucky, Airport Board Revenue 6.10%, 3/1/04  . . . . . . . . . . . . . . . . . .           522
         400  Kenton County, Kentucky, Airport Board Revenue 6.20%, 3/1/05  . . . . . . . . . . . . . . . . . .           418
         500  Kenton County, Kentucky, Airport Board Revenue 5.75%, 3/1/08  . . . . . . . . . . . . . . . . . .           500
         500  Kenton County, Kentucky, Airport Board Revenue 5.75%, 7/1/99  . . . . . . . . . . . . . . . . . .           497
         750  Kenton County, Kentucky, School District Financial 4.50%, 7/1/07  . . . . . . . . . . . . . . . .           738
         325  Kenton County, Kentucky, School District Financial 5.25%, 7/1/99  . . . . . . . . . . . . . . . .           312
         500  Kentucky Higher Education Student Loan 6.50%, 6/1/02  . . . . . . . . . . . . . . . . . . . . . .           521
         500  Kentucky Higher Education Student Loan 4.70%, 6/1/00  . . . . . . . . . . . . . . . . . . . . . .           493
         400  Kentucky, Housing Corp., Housing Revenue 5.85%, 7/1/00  . . . . . . . . . . . . . . . . . . . . .           407
         275  Kentucky, Housing Corp., Housing Revenue 6.20%, 7/1/03  . . . . . . . . . . . . . . . . . . . . .           285
         500  Kentucky, Housing Corp., Housing Revenue 5.10%, 1/1/02  . . . . . . . . . . . . . . . . . . . . .           505
         500  Kentucky, Housing Corp., Housing Revenue 5.60%, 1/1/07  . . . . . . . . . . . . . . . . . . . . .           508
         500  Kentucky, Housing Corp., Housing Revenue 5.50%, 1/1/06  . . . . . . . . . . . . . . . . . . . . .           508
       1,450  Kentucky, Housing Corp., Housing Revenue 5.05%, 7/1/06  . . . . . . . . . . . . . . . . . . . . .         1,428
         500  Kentucky, Infrastructure Authority 6.50%, 6/1/05  . . . . . . . . . . . . . . . . . . . . . . . .           535
         250  Kentucky, Infrastructure Authority 6.10%, 6/1/02  . . . . . . . . . . . . . . . . . . . . . . . .           265
         390  Kentucky, Infrastructure Authority 5.60%, 6/1/13  . . . . . . . . . . . . . . . . . . . . . . . .           368
         200  Kentucky, Infrastructure Authority 4.50%, 2/1/01  . . . . . . . . . . . . . . . . . . . . . . . .           193
         205  Kentucky, Infrastructure Authority 4.60%, 2/1/02  . . . . . . . . . . . . . . . . . . . . . . . .           196
       1,000  Kentucky State Properties & Building Commission 5.10%, 9/1/00 . . . . . . . . . . . . . . . . . .         1,010
         750  Kentucky State, Turnpike Authority, Economic Development 5.70%, 1/1/03  . . . . . . . . . . . . .           778
         750  Kentucky State, Turnpike Authority, Economic Development 5.50%, 7/1/08  . . . . . . . . . . . . .           745
         500  Kentucky State, Turnpike Authority, Recovery 6.63%, 7/1/08  . . . . . . . . . . . . . . . . . . .           561
         250  Kentucky State, Turnpike Authority, Toll Road 5.80%, 7/1/99 . . . . . . . . . . . . . . . . . . .           259
         500  Kentucky State, University Revenue 6.25%, 5/1/02  . . . . . . . . . . . . . . . . . . . . . . . .           537
       1,000  Kentucky State Turnpike 5.63%,  7/1/10  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           989
         500  Kentucky State Turnpike 5.75%, 7/1/11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           498
         500  Lexington, Fayette Urban County, Government 6.35%, 7/1/07 . . . . . . . . . . . . . . . . . . . .           533
         200  Louisville & Jefferson County, Kentucky 4.80%, 5/15/98  . . . . . . . . . . . . . . . . . . . . .           201
         500  Louisville & Jefferson County, Kentucky 5.00%, 5/15/06  . . . . . . . . . . . . . . . . . . . . .           486
         200  Louisville, Kentucky, Public Properties Corp. 6.40%, 12/01/07 . . . . . . . . . . . . . . . . . .           210
         310  Louisville, Kentucky, Water Revenue 6.38%, 11/1/97  . . . . . . . . . . . . . . . . . . . . . . .           323
         500  Louisville, Kentucky, Water Works Board, Water 5.40%, 11/15/04  . . . . . . . . . . . . . . . . .           507
         500  Louisville, Kentucky, Water Works Board, Water 5.63%, 11/15/07  . . . . . . . . . . . . . . . . .           503
       1,040  Louisville, Kentucky, Water Works Board, Water 5.75%, 11/15/09  . . . . . . . . . . . . . . . . .         1,039
         200  Morehead State University, Kentucky University Revenue 6.30%, 11/1/08 . . . . . . . . . . . . . .           209
         500  Muhlenberg County, Kentucky, School District 5.85%, 8/1/10  . . . . . . . . . . . . . . . . . . .           494
         250  Murray State University, Kentucky University Revenues 5.60%, 5/1/07 . . . . . . . . . . . . . . .           248
         530  Northern Kentucky University, Revenue 6.10%, 5/1/06 . . . . . . . . . . . . . . . . . . . . . . .           562
</TABLE>


Continued

44


                                    B-357

<PAGE>   663

THE ONE GROUP FAMILY OF MUTUAL FUNDS
KENTUCKY MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                 SECURITY                                                   MARKET
   AMOUNT                                                 DESCRIPTION                                                 VALUE
   ------                                                 -----------                                                 -----
<S><C>        <C>                                                                                                     <C>
   $     500  Northern Kentucky University, Revenue 4.70%, 5/1/05 . . . . . . . . . . . . . . . . . . . . . . .       $   464
         600  Perry County, Kentucky, School District Financial 6.25%, 7/1/09 . . . . . . . . . . . . . . . . .           620
         250  Richmond, Kentucky, Water, Gas & Sewer Revenue 6.50%, 6/1/99  . . . . . . . . . . . . . . . . . .           267
         100  Shelby County, Kentucky, School District Financial 6.25%, 9/1/03  . . . . . . . . . . . . . . . .           108
         500  Shelby County, Kentucky, School District Financial 6.50%, 9/1/05  . . . . . . . . . . . . . . . .           542
         500  University of Kentucky, University Revenues 5.75%, 5/1/97 . . . . . . . . . . . . . . . . . . . .           510
         500  University of Kentucky, University Revenues 6.25%, 5/1/07 . . . . . . . . . . . . . . . . . . . .           527
         500  University of Kentucky, University Revenues 4.15%, 5/1/04 . . . . . . . . . . . . . . . . . . . .           449
         500  University of Louisville, Kentucky Revenues 5.40%, 5/1/07 . . . . . . . . . . . . . . . . . . . .           488
         500  University of Louisville, Kentucky Revenues 5.40%, 5/1/08 . . . . . . . . . . . . . . . . . . . .           485
         500  University of Louisville, Kentucky Revenues 5.40%, 5/1/09 . . . . . . . . . . . . . . . . . . . .           483
         310  Western Kentucky University, Revenue 5.85%, 5/1/96  . . . . . . . . . . . . . . . . . . . . . . .           314
         985  Western Kentucky University, Revenue 5.00%, 5/1/09  . . . . . . . . . . . . . . . . . . . . . . .           910
         950  Winchester Kentucky, Utilities Revenue 5.30%, 7/1/09  . . . . . . . . . . . . . . . . . . . . . .           903
       2,000  Kentucky, St. Elizabeth Medical 6.00%, 11/1/10  . . . . . . . . . . . . . . . . . . . . . . . . .         2,015
       2,000  Kentucky State, Property & Building Commission 6.00%, 2/1/10  . . . . . . . . . . . . . . . . . .         2,120
                                                                                                                      -------
                                                                                                                       38,081
                                                                                                                      -------
Tennessee (5.2%):
       1,000  McCracken City Hospital 6.20%, 11/1/05  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,065
       1,000  McCracken City Hospital 6.40%, 11/1/07  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,069
                                                                                                                      -------
                                                                                                                        2,134
                                                                                                                      -------
  Total Municipal Bonds                                                                                                40,215
                                                                                                                      -------
INVESTMENT COMPANIES (1.8%):
SHARES
- ------
         739  The One Group Municipal Money Market Fund, Class A  . . . . . . . . . . . . . . . . . . . . . . .           739
                                                                                                                      -------
  Total Investment Companies                                                                                              739
                                                                                                                      -------
  Total (Cost--$41,155)(a)                                                                                            $40,954
                                                                                                                      =======
</TABLE>


________________

Percentages indicated are based on net assets of $41,417.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized depreciation of securities as follows:

<TABLE>
                       <S>                                                                                  <C>
                       Unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . .          $ 238
                       Unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . .           (439)
                                                                                                            -----
                       Net unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . .          $(201)
                                                                                                            =====
</TABLE>


See notes to financial statements.

                                                                              45


                                    B-358

<PAGE>   664



THE ONE GROUP FAMILY OF MUTUAL FUNDS
OHIO MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                    MARKET 
   AMOUNT                                                DESCRIPTION                                                  VALUE
   ------                                                -----------                                                  ------
<S><C>        <C>                                                                                                    <C>
MUNICIPAL BONDS (93.6%):
Massachusetts (1.1%):
   $   1,000  Massachusetts, GO, 6.75%, 8/1/09, Callable 8/1/01 @ 102 . . . . . . . . . . . . . . . . . . . .        $  1,071
                                                                                                                     --------
Missouri (1.1%):
       1,000  Missouri State Health and Educational Facilities Authority, GO, 6.40%, 6/1/10 . . . . . . . . .           1,072
                                                                                                                     --------
Ohio (90.3%):
       2,000  Bexley, Ohio, City School District, 6.50%, 12/1/16  . . . . . . . . . . . . . . . . . . . . . .           2,220
       1,000  Butler County, Middletown Regional Hospital, 6.75%, 11/15/10  . . . . . . . . . . . . . . . . .           1,070
       1,000  Cincinnati, University of Cincinnati, Series I1, 7.10%, 6/1/10  . . . . . . . . . . . . . . . .           1,109
       1,000  Cincinnati, University of Cincinnati, Series R2, 6.25%, 6/1/09  . . . . . . . . . . . . . . . .           1,038
       2,775  Clermont City, Waterworks, 6.63%, 12/1/15 . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,108
       1,000  Cleveland Waterworks Revenue, 5.50%, 1/1/13 . . . . . . . . . . . . . . . . . . . . . . . . . .             968
         985  Cleveland Airport, 6.00%, 1/1/14, Callable 1/1/04 @ 102   . . . . . . . . . . . . . . . . . . .             992
       1,850  Cleveland Waterworks Revenue, 6.25%, 1/1/06 AMBAC . . . . . . . . . . . . . . . . . . . . . . .           1,963
       1,000  Cleveland, Ohio, 7/15/89, 6.88%, 7/1/09 . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,103
       2,800  Cleveland Waterworks Revenue, Series F-92B, 6.50%, 1/1/11 . . . . . . . . . . . . . . . . . . .           2,937
       2,500  Cleveland Public Power System, 6.40%, 11/15/06, Callable 11/15/04 @ 102 . . . . . . . . . . . .           2,684
       1,000  Cleveland, Ohio, 6.38%, 7/1/12, Callable 7/1/02 @ 102 . . . . . . . . . . . . . . . . . . . . .           1,031
       3,600  Columbus, Ohio Water System, 6.38%, 11/1/10 . . . . . . . . . . . . . . . . . . . . . . . . . .           3,740
       1,285  Columbus, Ohio Waterworks, 6.00%, 5/1/11 Callable 5/1/03 @ 102  . . . . . . . . . . . . . . . .           1,306
       2,250  Columbus, Ohio Waterworks, GO, 6.00%, 5/1/12  . . . . . . . . . . . . . . . . . . . . . . . . .           2,287
       1,225  Columbus, Ohio, Municipal Airport, 6.20%, 4/15/04 . . . . . . . . . . . . . . . . . . . . . . .           1,292
       1,000  Columbus, Ohio Sewer Improvement Bonds, GO, 6.75%, 9/15/06  . . . . . . . . . . . . . . . . . .           1,144
       1,500  Cuyahoga County, Ohio, Public Improvements, 6.70%, 10/1/99  . . . . . . . . . . . . . . . . . .           1,648
       1,000  Delaware County, Ohio, GO, 5.60%, 12/1/10, Callable 12/1/05 @ 101 . . . . . . . . . . . . . . .             973
       1,000  Delaware County, Ohio, Library District, 7.25%, 11/1/10 . . . . . . . . . . . . . . . . . . . .           1,148
       1,000  Fairfield County, Ohio, Lancaster-Fairfield Community Hospital, 7.10%, 6/15/21  . . . . . . . .           1,139
       1,000  Franklin County, Ohio, Hospital Revenue, Children's Hospital Project, Series A,
              6.60%, 11/1/11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,044
       1,000  Franklin County, Ohio, Hospital Revenue, Riverside Hospital, Series B, 7.60%, 5/15/20 . . . . .           1,145
       1,000  Franklin County, Ohio, Hospital Revenue, Children's Hospital Project, Series A,
              6.50%, 5/1/07 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,066
       1,000  Greene County Water Systems, 6.85%, 12/1/11, Callable 12/1/01 @ 102 . . . . . . . . . . . . . .           1,069
       1,265  Hamilton County Hospital, 6.63%, 1/1/06, Callable 1/1/01 @ 100  . . . . . . . . . . . . . . . .           1,338
       1,500  Hamilton County Hospital, 6.25%, 1/1/12, Callable 1/1/03 @ 102  . . . . . . . . . . . . . . . .           1,483
       1,500  Hamilton County, Ohio, Building Improvements & Refunding Museum Center, 6.50%, 12/1/09  . . . .           1,573
       1,000  Hamilton County, Ohio, Sewer System Improvement, Series A, 6.30%, 12/1/01 . . . . . . . . . . .           1,084
       1,500  Hamilton County, Ohio, Electric System Revenue, 6.13%, 12/15/08, Callable 10/15/02 @ 102  . . .           1,560
       1,000  Hamilton County, Ohio Water System Revenue, 6.40%, 10/15/07 . . . . . . . . . . . . . . . . . .           1,065
       1,000  Kent State University, Ohio, 6.45%, 5/1/12  . . . . . . . . . . . . . . . . . . . . . . . . . .           1,045
       2,000  Lakewood, Ohio, Sanitation Sewer System, 6.40%, 12/1/11 . . . . . . . . . . . . . . . . . . . .           2,093
       2,000  Montgomery County, Ohio, Sisters of Charity, 6.50%, 5/15/08 . . . . . . . . . . . . . . . . . .           2,095
       1,000  North Royalton, Ohio, 7.50%, 12/1/11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,097
       1,000  Northeast Ohio, Regional Sewer District, 6.50%, 11/15/08  . . . . . . . . . . . . . . . . . . .           1,052
       1,250  Ohio Housing Agency, 6.20%, 9/1/14, Callable 3/1/05 @ 102 . . . . . . . . . . . . . . . . . . .           1,258
       1,000  Ohio State Water Development Pollution Control, 5.50%, 12/1/09, Callable 6/1/05 @ 101 . . . . .             975
       1,000  Ohio State Liquor Profits, 6.85%, 9/1/00  . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,095
       1,165  Ohio State Building Authority, 6.50%, 9/1/09, Callable 9/1/04 @ 102 . . . . . . . . . . . . . .           1,242
       1,000  Ohio State Building Authority, 6.50%, 10/1/01 . . . . . . . . . . . . . . . . . . . . . . . . .           1,081
       2,000  Ohio State Building Authority, Adult Correctional Building, Series A, 6.13%, 10/1/09  . . . . .           2,060
       1,000  Ohio State Building Authority, Local Jails, Series A, 7.35%, 4/1/09 . . . . . . . . . . . . . .           1,131
       2,000  Ohio State Building Authority, State Facilities, Series A, 6.38%, 6/1/07  . . . . . . . . . . .           2,102
</TABLE>


Continued

46


                                    B-359

<PAGE>   665

THE ONE GROUP FAMILY OF MUTUAL FUNDS
OHIO MUNICIPAL BOND FUND
- -------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                      JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
 PRINCIPAL                                                SECURITY                                                    MARKET 
   AMOUNT                                                DESCRIPTION                                                  VALUE
   ------                                                -----------                                                  ------
<S><C>        <C>                                                                                                     <C>
MUNICIPAL BONDS, CONTINUED:
   $   1,000  Ottawa County, Ohio, 7.00%, 9/1/11, Callable 9/1/01 @ 102 . . . . . . . . . . . . . . . . . . .         $ 1,080
       1,000  Pickerington, Ohio, Local School Districts, 7.00%, 12/1/13  . . . . . . . . . . . . . . . . . .           1,129
       2,220  Rocky River, Ohio, 6.90%, 12/1/11, Callable 12/1/00 @ 102 . . . . . . . . . . . . . . . . . . .           2,375
       1,000  Saint Mary's, Ohio, Electric System Mortgage, 7.15%, 12/1/10  . . . . . . . . . . . . . . . . .           1,094
       1,000  Sandusky County, Ohio, City School District, 7.30%, 12/1/10 . . . . . . . . . . . . . . . . . .           1,076
       1,000  Shaker Heights, Ohio, 7.10%, 12/15/10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,149
       1,000  Springfield, Ohio, 6.88%, 9/1/06, Callable 9/1/01 @ 102 . . . . . . . . . . . . . . . . . . . .           1,089
       1,750  Toledo, Ohio, GO, 6.10%, 12/1/14  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,778
       1,000  Toledo, Ohio, Sewer System, 7.38%, 11/15/10 . . . . . . . . . . . . . . . . . . . . . . . . . .           1,086
       1,000  Tuscarawas Valley, Ohio, 6.60%, 12/1/15, Callable 12/1/05 @ 102 . . . . . . . . . . . . . . . .           1,052
       1,000  University of Cincinnati, 7.00%, 6/1/11, Callable 6/1/01 @ 102  . . . . . . . . . . . . . . . .           1,080
       1,000  University of Cincinnati, 6.75%, 12/1/09, Callable 12/1/01 @ 102  . . . . . . . . . . . . . . .           1,079
       1,000  Westerville, Ohio, Minerva Park and Blendon Joint Township, 6.80%, 9/15/06  . . . . . . . . . .           1,094
       2,750  Westerville, Ohio, Minerva Park and Blendon Joint Township, 7.00%, 9/15/12  . . . . . . . . . .           2,991
       1,000  Worthington, Ohio, City School District, 7.45%, 12/1/12 . . . . . . . . . . . . . . . . . . . .           1,132
                                                                                                                      -------
                                                                                                                       85,937
                                                                                                                      -------
Washington (1.1%):
       1,000  Washington State, Non-Callable, 6.25%, 2/1/11 . . . . . . . . . . . . . . . . . . . . . . . . .           1,045
                                                                                                                      -------
  Total Municipal Bonds                                                                                                89,125
                                                                                                                      -------
INVESTMENT COMPANIES (5.5%):
SHARES
- ------
         325  Fidelity Tax-Free Money Market Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             325
       4,931  The One Group Ohio Municipal Money Market Fund, Class A . . . . . . . . . . . . . . . . . . . .           4,931
                                                                                                                      -------
  Total Investment Companies                                                                                            5,256
                                                                                                                      -------
  Total (Cost--$90,584)(a)                                                                                            $94,381
                                                                                                                      =======

<FN>
_________

Percentages indicated are based on net assets of $95,208.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows:
</TABLE>

<TABLE>
<S>                                                                                                         <C>
                       Unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .        $3,952
                       Unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .          (155)
                                                                                                            ------
                       Net unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . .        $3,797
                                                                                                            ======
</TABLE>


AMBAC--American Municipal Bond Assurance Corp.
GO--General Obligation

See notes to financial statements.

                                                                              47


                                    B-360

<PAGE>   666

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1995



<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands except per share amounts)
                                                                                     LIMITED                            
                                                                       GOVERNMENT  VOLATILITY  INTERMEDIATE  GOVERNMENT    INCOME
                                                                           ARM        BOND         BOND         BOND        BOND
                                                                          FUND        FUND         FUND         FUND        FUND
                                                                       ----------  ----------  ------------  ----------   --------
<S>                                                                       <C>       <C>          <C>          <C>         <C>
ASSETS:
Investments, at value . . . . . . . . . . . . . . . . . . . . . . .       $54,500   $409,960     $187,862     $371,122    $447,471
Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . .         1,061     15,252        6,785       16,852      35,061
                                                                          -------   --------     --------     --------    --------  
                                                                           55,561    425,212      194,647      387,974     482,532
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . .           308      5,461        2,422        3,676       6,987
Receivable from brokers for investments sold  . . . . . . . . . . .            88                                           12,506
Receivable for capital shares issued  . . . . . . . . . . . . . . .            63      1,469          432        1,484       1,471
Receivable from advisor . . . . . . . . . . . . . . . . . . . . . .            24        111           59            6          99
Net variation margin on open futures contracts  . . . . . . . . . .            37
Deferred organization costs . . . . . . . . . . . . . . . . . . . .            13          3            1            9
Prepaid expenses and other assets . . . . . . . . . . . . . . . . .            23          2            1           35         181
                                                                          -------   --------     --------     --------    --------  
TOTAL ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . .        56,117    432,258      197,562      393,184     503,776
                                                                          -------   --------     --------     --------    --------  
LIABILITIES:
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . .           177      1,318          714        1,191       1,536
Payable to brokers for investments purchased  . . . . . . . . . . .                    3,346                                16,748
Payable for capital shares redeemed . . . . . . . . . . . . . . . .            23        364           72          898       2,224
Cash overdraft  . . . . . . . . . . . . . . . . . . . . . . . . . .            29        741          165          425          19
Accrued expenses and other payables:
     Investment advisory fees   . . . . . . . . . . . . . . . . . .            26        209           95          143         239
     Administration fees  . . . . . . . . . . . . . . . . . . . . .             8         58           27           53          67
     12b-1 fees (Class A)   . . . . . . . . . . . . . . . . . . . .             1          3            1            2           1
     12b-1 fees (Class B)   . . . . . . . . . . . . . . . . . . . .             0          2            0            2           1
     Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            12         49           65            1         134
                                                                          -------   --------     --------     --------    --------  
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . .           276      6,090        1,139        2,715      20,969
                                                                          -------   --------     --------     --------    --------  
NET ASSETS:
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60,089    427,533      199,171      396,664     511,098
Undistributed (distribution in excess of) net investment income . .          (236)      (122)         116         (302)        357
Accumulated undistributed net realized losses from investment
  transactions  . . . . . . . . . . . . . . . . . . . . . . . . . .        (3,358)    (7,604)      (5,812)     (13,541)    (53,133)
Net unrealized appreciation (depreciation) from investments . . . .          (654)     6,361        2,948        7,648      24,485
                                                                          -------   --------     --------     --------    --------  
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $55,841   $426,168     $196,423     $390,469    $482,807
                                                                          =======   ========     ========     ========    ========  
Net assets
     Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . . .       $51,050   $410,746     $191,216     $379,826    $474,124
     Class A  . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,631     12,516        4,941        8,130       6,796
     Class B  . . . . . . . . . . . . . . . . . . . . . . . . . . .           160      2,906          266        2,513       1,887
                                                                          -------   --------     --------     --------    --------  
          Total   . . . . . . . . . . . . . . . . . . . . . . . . .       $55,841   $426,168     $196,423     $390,469    $482,807
                                                                          =======   ========     ========     ========    ========  
Outstanding units of beneficial interest (shares)
     Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . . .         5,188     38,999       19,095       38,720      49,683
     Class A  . . . . . . . . . . . . . . . . . . . . . . . . . . .           471      1,189          492          828         713
     Class B  . . . . . . . . . . . . . . . . . . . . . . . . . . .            16        274           27          256         196
                                                                          -------   --------     --------     --------    --------  
          Total   . . . . . . . . . . . . . . . . . . . . . . . . .         5,675     40,462       19,614       39,804      50,592
                                                                          =======   ========     ========     ========    ========  
Net asset value
     Fiduciary--offering and redemption price per share   . . . . .       $  9.84   $  10.53     $  10.01     $   9.81    $   9.54
                                                                          =======   ========     ========     ========    ========  
     Class A--redemption price per share  . . . . . . . . . . . . .       $  9.83   $  10.52     $  10.04     $   9.81    $   9.54
                                                                          =======   ========     ========     ========    ========  
     Class B--offering price per share (a)  . . . . . . . . . . . .       $  9.84   $  10.60     $  10.01     $   9.81    $   9.62
                                                                          =======   ========     ========     ========    ========  
Maximum Sales Charge (Class A)  . . . . . . . . . . . . . . . . . .          4.50%      4.50%        4.50%        4.50%       4.50%
Maximum Offering Price (100%/(100%--Maximum Sales Charge) of
  net asset value adjusted to nearest cent) per share (Class A) . .       $ 10.29   $  11.02     $  10.51     $  10.27    $   9.99
                                                                          =======   ========     ========     ========    ========  
Investments, at Cost  . . . . . . . . . . . . . . . . . . . . . . .       $56,256   $418,851     $191,699     $380,326    $458,047
                                                                          =======   ========     ========     ========    ========  
<FN>

__________

(a) Redemption price per Class B share varies based on length of time shares are
    held.

</TABLE>

See notes to financial statements.

48


                                    B-361

<PAGE>   667

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                                       (Amounts in Thousands
                                                                                     except per share amounts)
                                                                  INTERMEDIATE                         KENTUCKY           OHIO
                                                                    TAX-FREE         TAX-FREE         MUNICIPAL         MUNICIPAL
                                                                      BOND             BOND              BOND             BOND
                                                                      FUND             FUND              FUND             FUND
                                                                  ------------       --------         ---------         ---------
<S>                                                                  <C>              <C>                <C>              <C>
ASSETS:
Investments, at value . . . . . . . . . . . . . . . . . . . . .      $207,008         $202,865           $40,954          $94,381
Cash  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           202                                  2
Interest and dividends receivable . . . . . . . . . . . . . . .         3,782            3,366               630            1,145
Receivable from brokers for investments sold  . . . . . . . . .         8,912
Receivable for capital shares issued  . . . . . . . . . . . . .         1,023              617                16              160
Receivable from advisor . . . . . . . . . . . . . . . . . . . .            63               31                12               25
Deferred organization costs . . . . . . . . . . . . . . . . . .             1                9                                  6
Prepaid expenses and other assets . . . . . . . . . . . . . . .             1               92                                 29
                                                                     --------         --------           -------          -------
TOTAL ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . .       220,992          206,980            41,614           95,746
                                                                     --------         --------           -------          -------
LIABILITIES:
Dividends payable . . . . . . . . . . . . . . . . . . . . . . .           806              858               134              336
Payable to brokers for investments purchased  . . . . . . . . .         2,073
Payable for capital shares redeemed . . . . . . . . . . . . . .             7               90                                 51
Cash overdraft  . . . . . . . . . . . . . . . . . . . . . . . .                            217                                 87
Accrued expenses and other payables:
     Investment advisory fees   . . . . . . . . . . . . . . . .           107               75                20               46
     Administration fees  . . . . . . . . . . . . . . . . . . .            30               28                 6               13
     12b-1 fees (Class A)   . . . . . . . . . . . . . . . . . .             1                2                 2                2
     12b-1 fees (Class B)   . . . . . . . . . . . . . . . . . .             1                6                                  2
     Other  . . . . . . . . . . . . . . . . . . . . . . . . . .             8                                 35                1
                                                                     --------         --------           -------          -------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . .         3,033            1,276               197              538
                                                                     --------         --------           -------          -------
NET ASSETS:
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .       215,408          212,148            43,397           95,116
Undistributed net investment income . . . . . . . . . . . . . .            11               19                                  8
Accumulated undistributed net realized losses 
  from investment transactions  . . . . . . . . . . . . . . . .          (534)          (5,574)           (1,779)          (3,713)
Net unrealized appreciation (depreciation) from investments . .         3,074             (889)             (201)           3,797
                                                                     --------         --------           -------          -------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . .      $217,959         $205,704           $41,417          $95,208
                                                                     ========         ========           =======          =======
Net assets
     Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . .      $211,229         $185,916           $32,520          $79,993
     Class A  . . . . . . . . . . . . . . . . . . . . . . . . .         5,614           11,462             8,818           12,006
     Class B  . . . . . . . . . . . . . . . . . . . . . . . . .         1,116            8,326                79            3,209
                                                                     --------         --------           -------          -------
          Total   . . . . . . . . . . . . . . . . . . . . . . .      $217,959         $205,704           $41,417          $95,208
                                                                     ========         ========           =======          =======
Outstanding units of beneficial interest (shares)
     Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . .        19,861           19,189             3,277            7,512
     Class A  . . . . . . . . . . . . . . . . . . . . . . . . .           528            1,179               888            1,124
     Class B  . . . . . . . . . . . . . . . . . . . . . . . . .           105              859                 8              298
                                                                     ========         ========           =======          =======
          Total   . . . . . . . . . . . . . . . . . . . . . . .        20,494           21,227             4,173            8,934
                                                                     ========         ========           =======          =======
Net asset value
     Fiduciary--offering and redemption price per share   . . .      $  10.64         $   9.69           $  9.92          $ 10.65
                                                                     ========         ========           =======          =======
     Class A--redemption price per share  . . . . . . . . . . .      $  10.63         $   9.72           $  9.93          $ 10.68
                                                                     ========         ========           =======          =======
     Class B--offering price per share (a)  . . . . . . . . . .      $  10.65         $   9.69           $  9.87          $ 10.75
                                                                     ========         ========           =======          =======
Maximum Sales Charge (Class A)  . . . . . . . . . . . . . . . .          4.50%            4.50%             4.50%            4.50%
Maximum Offering Price (100%/(100%--Maximum Sales Charge) 
  of net asset value adjusted to nearest cent) 
  per share (Class A) . . . . . . . . . . . . . . . . . . . . .      $  11.13         $  10.18           $ 10.40          $ 11.18
                                                                     ========         ========           =======          =======
Investments, at Cost  . . . . . . . . . . . . . . . . . . . . .      $203,934         $203,754           $41,155          $90,584 
                                                                     ========         ========           =======          =======
</TABLE>

_____________

(a) Redemption price per Class B share varies based on length of time shares are
    held.

See notes to financial statements.

                                                                              49


                                    B-362

<PAGE>   668

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                                   (Amounts in Thousands)
                                                        GOVERNMENT   LIMITED VOLATILITY   INTERMEDIATE      GOVERNMENT     INCOME
                                                           ARM              BOND              BOND             BOND         BOND
                                                           FUND             FUND              FUND             FUND         FUND
                                                        ---------    ------------------   ------------      ----------     ------
<S>                                                        <C>                <C>             <C>             <C>          <C>
INVESTMENT INCOME:
Interest income . . . . . . . . . . . . . . . . . . .      $5,104             $26,927         $10,292         $21,138      $37,375
                                                           ------             -------         -------         -------      -------
TOTAL INCOME  . . . . . . . . . . . . . . . . . . . .       5,104              26,927          10,292          21,138       37,375
                                                           ------             -------         -------         -------      -------
EXPENSES:
Investment advisory fees  . . . . . . . . . . . . . .         486               2,548             837           1,291        2,979
Administration fees . . . . . . . . . . . . . . . . .         149                 716             235             483          837
12b-1 fees (Class A)  . . . . . . . . . . . . . . . .          42                  47               7              14           18
12b-1 fees (Class B)  . . . . . . . . . . . . . . . .           1                  24                              13           12
12b-1 fees (Service)  . . . . . . . . . . . . . . . .                               1                                            2
Custodian and accounting fees . . . . . . . . . . . .          25                  77              66              65           96
Legal and audit fees  . . . . . . . . . . . . . . . .          27                  54              52              42           70
Organization costs  . . . . . . . . . . . . . . . . .           3                  14               1               3
Trustees' fees and expenses . . . . . . . . . . . . .           3                   8               7               6           10
Transfer agent fees . . . . . . . . . . . . . . . . .          40                  93              49              71           97
Registration and filing fees  . . . . . . . . . . . .          24                  44              79              84           59
Printing costs  . . . . . . . . . . . . . . . . . . .          17                  31              32              36           55
Other . . . . . . . . . . . . . . . . . . . . . . . .         118                  36              17              22           60
                                                           ------             -------         -------         -------      -------
Total expenses before waivers/reimbursements  . . . .         935               3,693           1,382           2,130        4,295
Less waivers/reimbursements . . . . . . . . . . . . .        (369)             (1,415)           (599)            (59)      (1,331)
                                                           ------             -------         -------         -------      -------
NET EXPENSES  . . . . . . . . . . . . . . . . . . . .         566               2,278             783           2,071        2,964
                                                           ------             -------         -------         -------      -------
Net Investment Income . . . . . . . . . . . . . . . .       4,538              24,649           9,509          19,067       34,411
                                                           ------             -------         -------         -------      -------
REALIZED/UNREALIZED GAINS FROM INVESTMENTS:
Net realized losses from investment
  transactions  . . . . . . . . . . . . . . . . . . .      (2,023)             (7,605)         (4,330)         (7,094)     (53,134)
Net change in unrealized appreciation from
  investments . . . . . . . . . . . . . . . . . . . .       1,410              14,800           7,307          16,133       68,445
                                                           ------             -------         -------         -------      -------
Net realized/unrealized gains (losses) from
  investments . . . . . . . . . . . . . . . . . . . .        (613)              7,195           2,977           9,039       15,311
                                                           ------             -------         -------         -------      -------
Change in net assets resulting from operations  . . .      $3,925             $31,844         $12,486         $28,106      $49,722
                                                           ======             =======         =======         =======      =======
</TABLE>


See notes to financial statements.

50


                                    B-363

<PAGE>   669
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    (Amounts in Thousands)
                                                          INTERMEDIATE       TAX-FREE                                 OHIO MUNCIPAL
                                                          TAX-FREE BOND         BOND           KENTUCKY MUNCIPAL            BOND
                                                               FUND             FUND               BOND FUND                FUND
                                                          -------------      ---------      ----------------------    -------------
                                                               YEAR             YEAR         PERIOD        PERIOD           YEAR
                                                              ENDED            ENDED         ENDED         ENDED           ENDED
                                                             JUNE 30,         JUNE 30,      JUNE 30,    JANUARY 19,       JUNE 30,
                                                               1995             1995        1995(a)       1995(b)           1995
                                                          -------------      ---------      --------    ----------    -------------
<S>                                                            <C>           <C>            <C>           <C>            <C>
INVESTMENT INCOME:
Interest income . . . . . . . . . . . . . . . . . . . .         $11,299        $11,882       $1,007        $ 2,876       $ 5,920
Dividend income . . . . . . . . . . . . . . . . . . . .              89             91           13
                                                                -------        -------       ------        -------       -------
TOTAL INCOME  . . . . . . . . . . . . . . . . . . . . .          11,388         11,973        1,020          2,876         5,920
                                                                -------        -------       ------        -------       -------
EXPENSES:
Investment advisory fees  . . . . . . . . . . . . . . .           1,198            819          112            272           602
Administration fees . . . . . . . . . . . . . . . . . .             337            307           32             78           171
12b-1 fees (Class A)  . . . . . . . . . . . . . . . . .              18             36           14                           45
12b-1 fees (Class B)  . . . . . . . . . . . . . . . . .               8             67                                        26
Custodian and accounting fees . . . . . . . . . . . . .              53             52            7             85            21
Legal and audit fees  . . . . . . . . . . . . . . . . .              33             25           13             31            18
Organization costs  . . . . . . . . . . . . . . . . . .               5              3                                         5
Trustees' fees and expenses . . . . . . . . . . . . . .               6              5            1              4             4
Transfer agent fees . . . . . . . . . . . . . . . . . .              54             51            6             40            48
Registration and filing fees  . . . . . . . . . . . . .              36             55            5             40            23
Printing costs  . . . . . . . . . . . . . . . . . . . .              23             25            1              8            21
Other . . . . . . . . . . . . . . . . . . . . . . . . .              12              5            8              9             8
                                                                -------        -------       ------        -------       -------
Total expenses before waivers/reimbursements  . . . . .           1,783          1,450          199            567           992
Less waivers/reimbursements . . . . . . . . . . . . . .            (705)          (342)         (65)            (9)         (354)
                                                                -------        -------       ------        -------       -------
NET EXPENSES  . . . . . . . . . . . . . . . . . . . . .           1,078          1,108          134            558           638
                                                                -------        -------       ------        -------       -------
Net Investment Income . . . . . . . . . . . . . . . . .          10,310         10,865          886          2,318         5,282
                                                                -------        -------       ------        -------       -------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
INVESTMENTS:
Net realized gains (losses) from investment
  transactions  . . . . . . . . . . . . . . . . . . . .           1,387         (3,212)        (447)        (1,331)       (3,290)
Net change in unrealized appreciation (depreciation)
  from investments  . . . . . . . . . . . . . . . . . .           1,623          3,441        2,403         (4,798)        3,601
                                                                -------        -------       ------        -------       -------
Net realized/unrealized gains (losses) from
  investments . . . . . . . . . . . . . . . . . . . . .           3,010            229        1,956         (6,129)          311
                                                                -------        -------       ------        -------       -------
Change in net assets resulting from operations  . . . .         $13,320        $11,094       $2,842        $(3,811)      $ 5,593
                                                                =======        =======       ======        =======       =======
<FN>
__________

(a) For the period from January 20, 1995 (date merged) to June 30, 1995.
(b) For the period from February 1, 1994 to January 19, 1995. Audited by other
    auditors.
</TABLE>

See notes to financial statements.

                                                                              51


                                    B-364

<PAGE>   670

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                   (Amounts in Thousands)
                                                           GOVERNMENT                     LIMITED              INTERMEDIATE
                                                            ARM FUND                  VOLATILITY FUND            BOND FUND
                                                     ----------------------      ----------------------     -------------------
                                                       YEAR           YEAR          YEAR          YEAR        YEAR        YEAR
                                                      ENDED          ENDED         ENDED          ENDED      ENDED        ENDED
                                                     JUNE 30,       JUNE 30,      JUNE 30,      JUNE 30,    JUNE 30,    JUNE 30,
                                                       1995           1994          1995          1994        1995        1994
                                                     --------      --------      ---------      --------    --------    --------
<S>                                                  <C>           <C>          <C>            <C>         <C>          <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income  . . . . . . . . . . . .  $   4,538     $   7,719     $  24,649      $  22,966   $  9,509     $  4,128
     Net realized gains (losses) from 
       investment transactions  . . . . . . . . . .     (2,023)       (1,333)       (7,605)         1,112     (4,330)         114
     Net change in unrealized appreciation 
      (depreciation) from investments . . . . . . .      1,410        (2,124)       14,800        (21,743)     7,307       (5,861)
                                                     ---------     ---------     ---------      ---------   --------     --------
Change in net assets resulting from operations  . .      3,925         4,262        31,844          2,335     12,486       (1,619)
                                                     ---------     ---------     ---------      ---------   --------     --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . . . .     (3,574)       (7,330)      (23,512)       (22,114)    (9,373)      (4,074)
     In excess of net investment income   . . . . .       (222)         (370)         (107)          (258)
     From net realized gains from investment 
       transactions   . . . . . . . . . . . . . . .                                                (3,186)                   (110)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                      (48)
                                                                                                                             (515)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income   . . . . . . . . .       (554)         (430)         (732)          (866)      (136)
     In excess of net investment income   . . . . .        (12)          (37)          (16)           (21)
     From net realized gains from investment 
       transactions   . . . . . . . . . . . . . . .                                                   (61)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                       (3)                         (65)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
     From net investment income   . . . . . . . . .         (5)                       (121)           (17)        (1)
     In excess of net investment income   . . . . .                                                    (1)
     From net realized gains from investment 
       transactions . . . . . . . . . . . . . . . .                                                    (3)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:
     From net investment income   . . . . . . . . .                                     (3)
                                                     ---------     ---------     ---------      ---------   --------     --------
Change in net assets from shareholder 
  distributions . . . . . . . . . . . . . . . . . .     (4,367)       (8,218)      (24,491)       (26,592)    (9,510)      (4,699)
                                                     ---------     ---------     ---------      ---------   --------     --------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . . . .     35,084       277,604       157,468        231,080    126,318       91,042
     Proceeds from shares issued in connection
       with acquisition   . . . . . . . . . . . . .                                                           39,916
     Dividends reinvested   . . . . . . . . . . . .      1,806         4,985         8,292         12,026      2,748        3,185
     Cost of shares redeemed  . . . . . . . . . . .   (139,268)     (277,491)     (211,545)      (167,788)   (74,018)     (33,678)
                                                     ---------     ---------     ---------      ---------   --------     --------
Change in net assets from share transactions  . . .   (102,378)        5,098       (45,785)        75,318     94,964       60,549
                                                     ---------     ---------     ---------      ---------   --------     --------
Change in net assets  . . . . . . . . . . . . . . .   (102,820)        1,142       (38,432)        51,061     97,940       54,231
NET ASSETS:
     Beginning of period  . . . . . . . . . . . . .    158,661       157,519       464,600        413,539     98,483       44,252
                                                     ---------     ---------     ---------      ---------   --------     --------
     End of period  . . . . . . . . . . . . . . . .  $  55,841     $ 158,661     $ 426,168      $ 464,600   $196,423     $ 98,483
                                                     =========     =========     =========      =========   ========     ========
SHARE TRANSACTIONS:
     Issued   . . . . . . . . . . . . . . . . . . .      3,568        27,779        15,271         22,219     12,678        8,975
     Issued in connection with acquisition  . . . .                                                            4,204
     Reinvested   . . . . . . . . . . . . . . . . .        183           500           803          1,126        282          311
     Redeemed   . . . . . . . . . . . . . . . . . .    (14,185)      (27,871)      (20,592)       (16,425)    (7,677)      (3,370)
                                                     =========     =========     =========      =========   ========     ========
Change in shares  . . . . . . . . . . . . . . . . .    (10,434)          408        (4,518)         6,920      9,487        5,916
                                                     =========     =========     =========      =========   ========     ========
Undistributed (distributions in excess of) net 
  investment income included in net assets:
      End of period . . . . . . . . . . . . . . . .  $    (236)    $    (407)    $    (122)     $    (280)  $    116     $    117
                                                     =========     =========     =========      =========   ========     ========
</TABLE>

See notes to financial statements.

52



                                    B-365

<PAGE>   671

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                   (Amounts in Thousands)
                                                            GOVERNMENT                       INCOME             INTERMEDIATE TAX-
                                                             BOND FUND                      BOND FUND            FREE BOND FUND
                                                      ----------------------        -----------------------    ------------------ 
                                                        YEAR           YEAR           YEAR            YEAR       YEAR       YEAR
                                                       ENDED           ENDED          ENDED          ENDED       ENDED      ENDED
                                                      JUNE 30,       JUNE 30,       JUNE 30,        JUNE 30,   JUNE 30,   JUNE 30,
                                                        1995           1994           1995            1994       1995       1994
                                                      -------        -------        -------         -------    -------    ------- 
<S>  <C>                                             <C>              <C>          <C>             <C>         <C>        <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income  . . . . . . . . . . . .  $  19,067        $  7,246     $  34,411       $  29,584   $ 10,310   $  8,948
     Net realized gains (losses) from investment
       transactions . . . . . . . . . . . . . . . .     (7,094)         (5,368)      (53,134)         21,041      1,387       (921)
     Net change in unrealized appreciation 
      (depreciation) from investments   . . . . . .     16,133          (8,621)       68,445         (65,174)     1,623     (8,701)
                                                     ---------        --------     ---------       ---------   --------   --------
Change in net assets resulting from operations  . .     28,106          (6,743)       49,722         (14,549)    13,320       (674)
                                                     ---------        --------     ---------       ---------   --------   --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . . . .    (18,433)         (7,169)      (33,925)        (29,231)    (9,992)    (8,904)
     In excess of net investment income   . . . . .       (300)           (305)          (61)                                  (12)
     From net realized gains from investment 
       transactions   . . . . . . . . . . . . . . .                                                  (25,188)                 (117)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                       (219)       (2,306)                               (1,862)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income   . . . . . . . . .       (247)            (70)         (338)           (339)      (237)      (276)
     In excess of net investment income   . . . . .         (4)             (3)          (11)                       (11)       (12)
     From net realized gains from investment 
       transactions   . . . . . . . . . . . . . . .                                                     (293)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                         (2)          (24)                                  (71)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
     From net investment income   . . . . . . . . .        (76)             (8)          (73)             (4)       (35)        (6)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                                       (5)             (3)                   (5)
DISTRIBUTIONS TO SERVICE SHAREHOLDERS:
     From net investment income   . . . . . . . . .                                      (11)             (1)
     In excess of net realized gains from 
       investment transactions  . . . . . . . . . .                                       (1)
                                                     ---------        --------     ---------       ---------   --------   --------
Change in net assets from shareholder  
  distributions . . . . . . . . . . . . . . . . . .    (19,060)         (7,776)      (36,755)        (55,059)   (10,275)   (11,265)
                                                     ---------        --------     ---------       ---------   --------   --------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . . . .    175,681         215,599       147,583         282,007     76,973     82,075
     Proceeds from shares issued in connection
       with acquisition   . . . . . . . . . . . . .     96,760
     Dividends reinvested   . . . . . . . . . . . .      7,435           3,267        17,360          29,656      1,337      2,283
     Cost of shares redeemed  . . . . . . . . . . .   (110,491)        (45,301)     (261,301)       (166,212)   (52,112)   (55,672)
                                                     ---------        --------     ---------       ---------   --------   --------
Change in net assets from share transactions  . . .    169,385         173,565       (96,358)        145,451     26,198     28,686
                                                     ---------        --------     ---------       ---------   --------   --------
Change in net assets  . . . . . . . . . . . . . . .    178,431         159,046       (83,391)         75,843     29,243     16,747
NET ASSETS:
     Beginning of period  . . . . . . . . . . . . .    212,038          52,992       566,198         490,355    188,716    171,969
                                                     ---------        --------     ---------       ---------   --------   --------
     End of period  . . . . . . . . . . . . . . . .  $ 390,469        $212,038     $ 482,807       $ 566,198   $217,959   $188,716
                                                     =========        ========     =========       =========   ========   ========
SHARE TRANSACTIONS:
     Issued   . . . . . . . . . . . . . . . . . . .     17,640          21,771        16,030          27,809      7,387      7,387
     Issued in connection with acquisition  . . . .     10,564
     Reinvested   . . . . . . . . . . . . . . . . .        789             334         1,893           3,250        128        207
     Redeemed   . . . . . . . . . . . . . . . . . .    (11,871)         (4,642)      (28,705)        (16,706)    (5,012)    (5,033)
                                                     =========        ========     =========       =========   ========   ========
Change in shares  . . . . . . . . . . . . . . . . .     17,122          17,463       (10,782)         14,353      2,503      2,561
                                                     =========        ========     =========       =========   ========   ========
Undistributed (distributions in excess of) 
  net investment income included in net assets:
      End of period . . . . . . . . . . . . . . . .  $    (302)       $   (309)    $     (71)      $     (63)  $     11   $    (24)
                                                     =========        ========     =========       =========   ========   ========
</TABLE>


See notes to financial statements.

                                                                              53


                                    B-366

<PAGE>   672
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                    (Amounts in Thousands)
                                                                    TAX-FREE                                  
                                                                    BOND FUND              KENTUCKY MUNICIPAL BOND FUND         
                                                              -------------------     --------------------------------------
                                                                 YEAR       YEAR        PERIOD       PERIOD        PERIOD
                                                                 ENDED      ENDED       ENDED         ENDED        ENDED
                                                               JUNE 30,   JUNE 30,     JUNE 30,    JANUARY 19,   JANUARY 31,
                                                                 1995       1994       1995 (a)    1995 (b)(d)   1994 (c)(d)
                                                              --------    -------      -------     ----------    -----------
<S>                                                           <C>         <C>          <C>          <C>           <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income  . . . . . . . . . . . . . . . .   $ 10,865    $  6,633     $    886     $  2,318      $  1,806 
     Net realized gains (losses) from investment                                                                 
       transactions . . . . . . . . . . . . . . . . . . . .     (3,212)     (2,122)        (447)      (1,331)           (1)
     Net change in unrealized appreciation                                                                       
       (depreciation) from investments  . . . . . . . . . .      3,441      (4,463)       2,403       (4,798)        2,194
                                                              --------    --------     --------     --------      --------
Change in net assets resulting from operations  . . . . . .     11,094          48        2,842       (3,811)        3,999
                                                              --------    --------     --------     --------      --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . . . . . . . .     (9,899)     (6,155)        (704)      (2,409)       (1,715)
     In excess of net investment income   . . . . . . . . .                    (11)
     In excess of net realized gains from investment
       transactions  . . . . . . . . . . . . . . . . . . . .                  (344)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income   . . . . . . . . . . . . .       (593)       (441)        (182)
     In excess of net investment income   . . . . . . . . .
     In excess of net realized gains from investment
       transactions  . . . . . . . . . . . . . . . . . . . .                   (25)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
     From net investment income   . . . . . . . . . . . . .       (343)        (42)
     In excess of net investment income   . . . . . . . . .                                                      
     In excess of net realized gains from investment                                                             
       transactions  . . . . . . . . . . . . . . . . . . . .                    (2)                              
                                                              --------    --------     --------     --------      --------
Change in net assets from shareholder distributions . . . .    (10,835)     (7,020)        (886)      (2,409)       (1,715)
                                                              --------    --------     --------     --------      --------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . . . . . . . .     92,292     158,490       13,688       12,790        71,308
     Dividends reinvested   . . . . . . . . . . . . . . . .      1,490       1,301          117          340           152
     Cost of shares redeemed  . . . . . . . . . . . . . . .    (56,680)    (29,359)     (16,297)     (29,620)       (9,081)
                                                              --------    --------     --------     --------      --------
Change in net assets from share transactions  . . . . . . .     37,102     130,432       (2,492)     (16,490)       62,379
                                                              --------    --------     --------     --------      --------
Change in net assets  . . . . . . . . . . . . . . . . . . .     37,361     123,460         (536)     (22,710)       64,663
NET ASSETS:
     Beginning of period  . . . . . . . . . . . . . . . . .    168,343      44,883       41,953       64,663
                                                              --------    --------     --------     --------      --------
     End of period  . . . . . . . . . . . . . . . . . . . .   $205,704    $168,343     $ 41,417     $ 41,953      $ 64,663
                                                              ========    ========     ========     ========      ========
SHARE TRANSACTIONS:
     Issued   . . . . . . . . . . . . . . . . . . . . . . .      9,619      15,823        1,341        1,300         7,061
     Reinvested   . . . . . . . . . . . . . . . . . . . . .        155         131           12           35            15
     Redeemed   . . . . . . . . . . . . . . . . . . . . . .     (5,967)     (2,973)      (1,602)      (3,103)         (886)
                                                              ========    ========     ========     ========      ========
Change in shares  . . . . . . . . . . . . . . . . . . . . .      3,807      12,981         (249)      (1,768)        6,190
                                                              ========    ========     ========     ========      ========
Undistributed (distributions in excess of) net
  investment income included in net assets:
     End of period  . . . . . . . . . . . . . . . . . . . .   $     19    $    (11)    $            $             $     91
                                                              ========    ========     ========     ========      ========

<CAPTION>
                                                               (Amounts in Thousands)                   
                                                                  OHIO MUNICIPAL
                                                                      BOND FUND
                                                               ---------------------
                                                                 YEAR          YEAR
                                                                 ENDED         ENDED
                                                                JUNE 30,      JUNE 30,
                                                                 1995          1994
                                                               --------      --------
<S>                                                           <C>          <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:                                                  
     Net investment income  . . . . . . . . . . . . . . . .   $  5,282     $  5,084
     Net realized gains (losses) from investment           
       transactions  . . . . . . . . . . . . . . . . . . .      (3,290)        (337)
     Net change in unrealized appreciation                 
       (depreciation from investments . . . . . . . . . . .      3,601       (5,278)
                                                              --------     --------
Change in net assets resulting from operations  . . . . . .      5,593         (531)
                                                              --------     --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income   . . . . . . . . . . . . .     (4,520)      (4,378)
     In excess of net investment income   . . . . . . . . .  
     In excess of net realized gains from investment       
       transactions  . . . . . . . . . . . . . . . . . . .                     (170)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:                     
     From net investment income   . . . . . . . . . . . . .       (627)        (722)
     In excess of net investment income   . . . . . . . . .        (22)         (22)
     In excess of net realized gains from investment       
       transactions  . . . . . . . . . . . . . . . . . . .                      (28)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:                     
     From net investment income   . . . . . . . . . . . . .       (112)         (17)
     In excess of net investment income   . . . . . . . . .         (1)          (1)
     In excess of net realized gains from investment       
       transactions   . . . . . . . . . . . . . . . . . . .                      (1)
                                                              --------     --------
Change in net assets from shareholder distributions . . . .     (5,282)      (5,339)
                                                              --------     --------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued  . . . . . . . . . . . . .     12,266       45,878
     Dividends reinvested   . . . . . . . . . . . . . . . .        870          942
     Cost of shares redeemed  . . . . . . . . . . . . . . .    (28,426)     (18,647)
                                                              --------     --------
Change in net assets from share transactions  . . . . . . .    (15,290)      28,173
                                                              --------     --------
Change in net assets  . . . . . . . . . . . . . . . . . . .    (14,979)      22,303
NET ASSETS:                                                
     Beginning of period  . . . . . . . . . . . . . . . . .    110,187       87,884
                                                              --------     --------
     End of period  . . . . . . . . . . . . . . . . . . . .   $ 95,208     $110,187
                                                              ========     ========
SHARE TRANSACTIONS:                                        
     Issued   . . . . . . . . . . . . . . . . . . . . . . .      1,160        4,108
     Reinvested   . . . . . . . . . . . . . . . . . . . . .         82           86
     Redeemed   . . . . . . . . . . . . . . . . . . . . . .     (2,717)      (1,691)
                                                              ========     ========
Change in shares  . . . . . . . . . . . . . . . . . . . . .     (1,475)       2,503
                                                              ========     ========
Undistributed (distributions in excess of) net             
  investment income included in net assets:                
     End of period  . . . . . . . . . . . . . . . . . . . .   $      8     $      8
                                                              ========     ========

<FN>
_______________

(a) For the period from January 20, 1995 (date merged) to June 30, 1995.

(b) For the period from February 1, 1994 to January 19, 1995.

(c) For the period from March 12, 1993 (date of initial public investment) to
    January 31, 1994. 

(d) Audited by other auditors. Prior to January 20, 1995, the Kentucky Municipal
    Bond Fund Shares were unclassified.
</TABLE>

See notes to financial statements.

54


                                    B-367

<PAGE>   673
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                     JUNE 30, 1995


1.      ORGANIZATION:

        The One Group (the "Trust") is registered under the Investment Company
        Act of 1940, as amended (the "1940 Act"), as a diversified, open-end
        investment company established as a Massachusetts business trust. The
        Trust is registered to offer five classes of shares: Fiduciary, Class A,
        Class B, Institutional, and Service. The Trust currently offers
        twenty-four funds. The accompanying financial statements and financial
        highlights are those of the Government ARM Fund, the Limited Volatility
        Bond Fund, the Intermediate Bond Fund, the Government Bond Fund, the
        Income Bond Fund, the Intermediate Tax-Free Bond Fund, the Tax-Free Bond
        Fund, the Kentucky Municipal Bond Fund, and the Ohio Municipal Bond Fund
        (individually, a "Fund"; collectively, the "Funds") only. During the
        year ended June 30, 1995, The One Group Short-Term Global Bond Fund
        ceased operations.

2.      SIGNIFICANT ACCOUNTING POLICIES:

        The following is a summary of significant accounting policies in
        conformity with generally accepted accounting principles consistently
        followed by the Trust in the preparation of its financial statements.


            SECURITY VALUATION

            Corporate debt securities and debt securities of U.S. issuers (other
            than short-term investments maturing in 60 days or less), including
            municipal securities, are valued on the basis of valuations provided
            by dealers or by an independent pricing service approved by the
            Board of Trustees. Short-term investments maturing in 60 days or
            less are valued at amortized cost, which approximates market value.
            Investments for which there are no such quotations or valuations are
            valued at fair value as determined in good faith by the investment
            advisor under the direction of the Board of Trustees. Futures
            contracts are valued at the settlement price established each day by
            the board of trade or an exchange on which they are traded. Options
            traded on an exchange are valued using the last sale price or, in
            the absence of a sale, the last offering price. Options traded
            over-the-counter are valued using dealer-supplied valuations.

            REPURCHASE AGREEMENTS

            Each Fund may invest in repurchase agreements with institutions that
            the Fund's investment advisor has determined are creditworthy. Each
            repurchase agreement is recorded at cost. The Fund requires that the
            securities purchased in a repurchase transaction be transferred to
            the custodian in a manner sufficient to enable the Fund to obtain
            those securities in the event of a counterparty default. The seller,
            under the repurchase agreement, is required to maintain the value of
            the securities held at not less than the repurchase price, including
            accrued interest.

            WRITTEN OPTIONS

            The Funds may write covered call or put options for which premiums
            received are recorded as liabilities and are subsequently adjusted
            to the current value of the options written. Premiums received from
            writing options which expire are treated as realized gains. Premiums
            received from writing options which are exercised or are closed are
            offset against the proceeds received or amount paid on the
            transaction to determine realized gain or loss.

            FUTURES CONTRACTS

            The Funds may enter into futures contracts for the delayed delivery
            of securities at a fixed price at some future date or the change in
            the value of a specified financial index over a predetermined time
            period. Cash or



Continued

                                                                              55


                                    B-368

<PAGE>   674

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


            securities are deposited with brokers in order to maintain a
            position. Subsequent payments made or received by the fund based on
            the daily change in the market value of the position are recorded as
            unrealized gain or loss until the contract is closed out, at which
            time the gain or loss is realized.

            INDEXED SECURITIES

            The Funds may invest in indexed securities whose value is linked
            either directly or inversely to changes in foreign currencies,
            interest rates, commodities, indices or other reference instruments.
            Indexed securities may be more volatile than the referenced
            instrument itself, but any loss is limited to the amount of the
            original investment.

            MORTGAGE ROLLS

            The Funds may enter into mortgage "dollar rolls" in which the Fund
            sells mortgage-backed securities for delivery in the current month
            and simultaneously contracts to repurchase substantially similar
            securities on a specified future date. During the roll period, the
            Fund forgoes principal and interest paid on the mortgage-backed
            securities. The Fund is compensated by fee income, for the
            difference between the current sales price and the lower forward
            price for the future purchase.

            SECURITY TRANSACTIONS AND RELATED INCOME

            Security transactions are accounted for on a trade date basis. Net
            realized gains or losses on sales of securities are determined on
            the specific identification cost method. Interest income and
            expenses are recognized on the accrual basis. Interest income,
            including any discount or premium, is accrued as earned using the
            effective interest method.

            EXPENSES

            Expenses directly attributable to a Fund are charged directly to
            that Fund, while the expenses which are attributable to more than
            one fund of the Trust are allocated among the respective Funds. Each
            class of shares bears its pro-rata portion of expenses attributable
            to its series, except that each class separately bears expenses
            related specifically to that class such as distribution fees.

            DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

            Dividends from net investment income are declared daily and paid
            monthly for each Fund. Net realized capital gains, if any, are
            distributed at least annually. Dividends are declared separately for
            each class. No class has preferential dividend rights; differences
            in per share dividend rates are generally due to differences in
            separate class expenses.

            Net investment income and net capital gain distributions are
            determined in accordance with income tax regulations which may
            differ from generally accepted accounting principles. These
            differences are due primarily to differing treatments for
            mortgage-backed securities, expiring capital loss carryforwards, and
            deferrals of certain losses.

            ORGANIZATION COSTS

            Costs incurred by the Trust in connection with its organization,
            including the fees and expenses of registering and qualifying its
            shares for distribution have been deferred and are being amortized
            using the straight-line method over a period of five years beginning
            with the commencement of each Fund's operations. All such costs have
            been allocated among the funds of the Trust pro-rata, based on the
            relative net assets of each fund. In the event that any of the
            initial shares are redeemed during such period by any holder
            thereof, the related


Continued

56


                                    B-369

<PAGE>   675
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


            fund will be reimbursed by such holder for any unamortized
            organization costs in the proportion as the number of initial shares
            being redeemed bears to the number of initial shares outstanding at
            the time of redemption.

            FEDERAL INCOME TAXES

            The Trust treats each Fund as a separate entity for Federal income
            tax purposes. Each Fund intends to qualify or to continue to qualify
            as a regulated investment company by complying with the provisions
            available to certain investment companies as defined in applicable
            sections of the Internal Revenue Code, and to make distributions of
            net investment income and net realized capital gains sufficient to
            relieve it from all, or substantially all, federal income taxes.

            RECLASSIFICATIONS:

            Certain reclassifications have been made to the 1994 financial
            statements and financial highlights in order to conform to the 1995
            presentation.

3.      SHARES OF BENEFICIAL INTEREST:

        The Trust is authorized to issue an unlimited number of shares of
        beneficial interest, with no par value which may, without shareholder
        approval, be divided into an unlimited number of series of such shares
        and any series may be classified or reclassified into one or more
        classes. Currently, shares of the Trust are registered to be offered
        through thirty series and five classes: Fiduciary, Class A, Class B,
        Institutional and Service. The Service Shares commenced offering on
        January 17, 1994 when they were designated as "Retirement" Shares. On
        April 4, 1995, the name of the Retirement Shares was changed to
        "Service" Shares. During the year ended June 30, 1995, Service Shares
        transferred to Class A Shares, and as of June 30, 1995, there were no
        shareholders in the Service Class. Shareholders are entitled to one vote
        for each full share held and will vote in the aggregate and not by class
        or series, except as otherwise expressly required by law or when the
        Board of Trustees has determined that the matter to be voted on affects
        only the interest of shareholders of a particular class or series. The
        following is a summary of transactions in Fund shares for the fiscal
        years ending June 30, 1995 and 1994:



Continued

                                                                              57



                                    B-370

<PAGE>   676
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

<TABLE>
<CAPTION>
                                            (Amounts in Thousands)

                                                       GOVERNMENT ARM        LIMITED VOLATILITY BOND     INTERMEDIATE BOND
                                                            FUND                      FUND                     FUND
                                                   ----------------------    ----------------------    ---------------------
                                                     YEAR         YEAR          YEAR        YEAR         YEAR        YEAR
                                                     ENDED        ENDED        ENDED        ENDED        ENDED       ENDED
                                                    JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,    JUNE 30,
                                                     1995         1994          1995        1994         1995         1994
                                                   ---------    ---------    ---------    ---------    ---------    --------
<S>                                                <C>          <C>          <C>          <C>          <C>          <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued  . . . . . . . . .   $  34,868    $ 259,931    $ 152,849    $ 220,728    $ 125,119    $ 91,042
  Proceeds from shares issued in
   connection with acquisition   . . . . . . . .                                                          35,113
  Dividends reinvested   . . . . . . . . . . . .       1,732        4,833        7,661       11,169        2,663       3,185
  Shares redeemed  . . . . . . . . . . . . . . .    (124,793)    (275,937)    (204,209)    (158,990)     (73,001)    (33,678)
                                                   ---------    ---------    ---------    ---------    ---------    --------
  Change in net assets from Fiduciary
   share transactions  . . . . . . . . . . . . .   $ (88,193)   $ (11,173)   $ (43,699)   $  72,907    $  89,894    $ 60,549
                                                   =========    =========    =========    =========    =========    ========


CLASS A SHARES:
     Proceeds from shares issued . . . . . . . .   $      70    $  17,658    $   3,343    $   8,316    $     934
     Proceeds from shares issued in
      connection with acquisition  . . . . . . .                                                           4,803
     Dividends reinvested  . . . . . . . . . . .          70          152          518          836           84
     Shares redeemed . . . . . . . . . . . . . .     (14,471)      (1,554)      (6,811)      (8,761)      (1,016)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in net assets from
      Class A share transactions . . . . . . . .    $(14,331)   $  16,256    $  (2,950)   $     391    $   4,805
                                                    ========    =========    =========    =========    =========    ========


CLASS B SHARES:
     Proceeds from shares issued . . . . . . . .    $    146    $      15    $   1,164    $   2,020    $     265
     Dividends reinvested  . . . . . . . . . . .           4                       110           21            1
     Shares redeemed . . . . . . . . . . . . . .          (4)                     (391)         (37)          (1)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in net assets from
      Class B share transactions . . . . . . . .    $    146           15    $     883    $   2,004    $     265
                                                   =========    =========    =========    =========    =========    ========


SERVICE SHARES:
     Proceeds from shares issued . . . . . . . .                             $     112    $      16
     Dividends reinvested  . . . . . . . . . . .                                     3
     Shares redeemed . . . . . . . . . . . . . .                                  (134)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in net assets from
      Service share transactions . . . . . . . .                             $     (19)   $      16
                                                   =========    =========    =========    =========    =========    ========

SHARE TRANSACTIONS:
FIDUCIARY SHARES:
     Issued  . . . . . . . . . . . . . . . . . .       3,545       26,011       14,826       21,244       12,567       8,975
     Issued in connection with acquisition . . .                                                           3,700
     Reinvested  . . . . . . . . . . . . . . . .         176          485          742        1,046          274         311
     Redeemed  . . . . . . . . . . . . . . . . .     (12,706)     (27,715)     (19,884)     (15,589)      (7,573)     (3,370)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in Fiduciary Shares  . . . . . . . .      (8,985)      (1,219)      (4,316)       6,701        8,968       5,916
                                                   =========    =========    =========    =========    =========    ========

CLASS A SHARES:
     Issued  . . . . . . . . . . . . . . . . . .           8        1,767          323          783           84
     Issued in connection with acquisition . . .                                                             504
     Reinvested  . . . . . . . . . . . . . . . .           7           15           50           78            8
     Redeemed  . . . . . . . . . . . . . . . . .      (1,479)        (156)        (658)        (834)        (104)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in Class A Shares  . . . . . . . . .      (1,464)       1,626         (285)          27          492
                                                   =========    =========    =========    =========    =========    ========


CLASS B SHARES:
     Issued  . . . . . . . . . . . . . . . . . .          15            1          111          191           27
     Reinvested  . . . . . . . . . . . . . . . .                                    11            2
     Redeemed  . . . . . . . . . . . . . . . . .                                   (38)          (2)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in Class B Shares  . . . . . . . . .          15            1           84          191           27
                                                   =========    =========    =========    =========    =========    ========


SERVICE SHARES:
     Issued  . . . . . . . . . . . . . . . . . .                                    11            1
     Reinvested  . . . . . . . . . . . . . . . . 
     Redeemed  . . . . . . . . . . . . . . . . .                                   (12)
                                                   ---------    ---------    ---------    ---------    ---------    --------
     Change in Service Shares  . . . . . . . . .                                    (1)           1
                                                   =========    =========    =========    =========    =========    ========
</TABLE>


Continued

58


                                    B-371

<PAGE>   677
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995



<TABLE>
<CAPTION>
                                          (Amounts in Thousands)

                                                                                                          INTERMEDIATE TAX-
                                                     GOVERNMENT BOND FUND        INCOME BOND FUND          FREE BOND FUND
                                                    ----------------------    ----------------------    --------------------
                                                      YEAR         YEAR         YEAR         YEAR        YEAR        YEAR
                                                      ENDED        ENDED        ENDED        ENDED       ENDED       ENDED
                                                     JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,    JUNE 30,    JUNE 30,
                                                      1995         1994          1995        1994         1995        1994
                                                    ---------    ---------    ---------    ---------    --------    --------
<S>  <C>                                            <C>          <C>          <C>          <C>          <C>         <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
     Proceeds from shares issued  . . . . . . . .   $ 170,196    $ 213,545    $ 142,061    $ 279,907    $ 74,654    $ 78,806
     Proceeds from shares issued in
      connection with acquisition   . . . . . . .      92,808
     Dividends reinvested   . . . . . . . . . . .       7,203        3,207       17,045       29,164       1,137       2,020
     Shares redeemed  . . . . . . . . . . . . . .    (108,841)     (44,860)    (257,754)    (163,478)    (50,142)    (53,168)
                                                    ---------    ---------    ---------    ---------    --------    --------
     Change in net assets from
      Fiduciary share transactions  . . . . . . .   $ 161,366    $ 171,892    $ (98,648)   $ 145,593    $ 25,649    $ 27,658
                                                    =========    =========    =========    =========    ========    ========


CLASS A SHARES:
     Proceeds from shares issued  . . . . . . . .   $   3,603    $   1,320    $   3,989    $   1,263    $  1,577    $  2,657
     Proceeds from shares issued in
      connection with acquisition   . . . . . . .       3,952
     Dividends reinvested   . . . . . . . . . . .         178           54          260          484         176         258
     Shares redeemed  . . . . . . . . . . . . . .      (1,509)        (389)      (2,993)      (2,695)     (1,755)     (2,457)
                                                    ---------    ---------    ---------    ---------    --------    --------
     Change in net assets from
      Class A share transactions  . . . . . . . .   $   6,224    $     985    $   1,256    $    (948)   $     (2)   $    458
                                                    =========    =========    =========    =========    ========    ========


CLASS B SHARES:
     Proceeds from shares issued  . . . . . . . .   $   1,870         $734    $   1,213    $     778    $    742    $    612
     Dividends reinvested   . . . . . . . . . . .          54            6           43            7          24           5
     Shares redeemed  . . . . . . . . . . . . . .        (129)         (52)        (151)         (39)       (215)        (47)
                                                    ---------    ---------    ---------    ---------    --------    --------
     Change in net assets from
      Class B share transactions  . . . . . . . .   $   1,795         $688    $   1,105    $     746    $    551    $    570
                                                    =========    =========    =========    =========    ========    ========


SERVICE SHARES:
     Proceeds from shares issued  . . . . . . . .   $      12                 $     320    $      59
     Dividends reinvested   . . . . . . . . . . .                                    12            1
     Shares redeemed  . . . . . . . . . . . . . .         (12)                     (403)
                                                    ---------    ---------    ---------    ---------    --------    --------
     Change in net assets from 
      Service share transactions  . . . . . . . .   $       0                 $     (71)   $      60
                                                    =========    =========    =========    =========    ========    ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
     Issued   . . . . . . . . . . . . . . . . . .      17,086       21,565       15,438       27,595       7,168      7,094
     Issued in connection with acquisition  . . .      10,133
     Reinvested   . . . . . . . . . . . . . . . .         764          328        1,859        3,200         109        183
     Redeemed   . . . . . . . . . . . . . . . . .     (11,695)      (4,598)     (28,323)     (16,429)     (4,824)    (4,806)
                                                    ---------    ---------    ---------    ---------    --------    -------
     Change in Fiduciary Shares   . . . . . . . .      16,288       17,295      (11,026)      14,366       2,453       2,471
                                                    =========    =========    =========    =========    ========    ========


CLASS A SHARES:
     Issued   . . . . . . . . . . . . . . . . . .         359          131          427          127         148         238
     Issued in connection with acquisition  . . .         431
     Reinvested   . . . . . . . . . . . . . . . .          19            5           28           49          17          23
     Redeemed   . . . . . . . . . . . . . . . . .        (161)         (38)        (323)        (273)       (167)       (223)
                                                    ---------    ---------    ---------    ---------     -------    --------
     Change in Class A Shares   . . . . . . . . .         648           98          132          (97)         (2)         38
                                                    =========    =========    =========    =========    ========    ========


CLASS B SHARES:
     Issued   . . . . . . . . . . . . . . . . . .         194           75          130           81          71          55
     Reinvested   . . . . . . . . . . . . . . . .           6            1            5            1           2           1
     Redeemed   . . . . . . . . . . . . . . . . .         (14)          (6)         (17)          (4)        (21)         (4)
                                                    ---------    ---------    ---------    ---------    --------    --------
     Change in Class B Shares   . . . . . . . . .         186           70          118           78          52          52
                                                    =========    =========    =========    =========    ========    ========


SERVICE SHARES:
     Issued   . . . . . . . . . . . . . . . . . .           1                        35            6
     Reinvested   . . . . . . . . . . . . . . . .                                     1
     Redeemed   . . . . . . . . . . . . . . . . .          (1)                      (42)
                                                     --------    ---------    ---------    ---------    --------    --------

     Change in Service Shares   . . . . . . . . .           0                        (6)           6
                                                    =========    =========    =========    =========    ========    ========
</TABLE>



Continued

                                                                              59


                                    B-372

<PAGE>   678
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


<TABLE>
<CAPTION>
                                           (Amounts in Thousands)

                                                                                                               OHIO MUNICIPAL
                                              TAX-FREE BOND FUND         KENTUCKY MUNICIPAL BOND FUND             BOND FUND
                                             ---------------------    -----------------------------------   --------------------
                                               YEAR         YEAR      PERIOD      PERIOD       PERIOD         YEAR        YEAR
                                              ENDED        ENDED       ENDED       ENDED        ENDED        ENDED       ENDED
                                             JUNE 30,     JUNE 30,    JUNE 30,   JANUARY 19,  JANUARY 31,   JUNE 30,    JUNE 30,
                                               1995         1994      1995(a)    1995(b)(d)   1994(c)(d)      1995        1994
                                             --------    ---------    --------   -----------  -----------   --------    --------
<S>                                          <C>         <C>          <C>        <C>          <C>           <C>         <C>     
CAPITAL TRANSACTIONS:                                                                                      
FIDUCIARY SHARES:                                                                                          
     Proceeds from shares issued  . . . .    $ 84,681    $ 145,401    $  2,966    $ 12,790      $ 71,308    $  9,413    $ 35,922
     Dividends reinvested   . . . . . . .         805          890           6         340           152         298         314
     Shares redeemed  . . . . . . . . . .     (52,518)     (27,883)    (14,827)    (29,620)       (9,081)    (23,281)    (12,702)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in net assets from                                                                             
      Fiduciary share transactions  . . .    $ 32,968    $ 118,408    $(11,855)   $(16,490)     $ 62,379    $(13,570)   $ 23,534
                                             ========    =========    ========    ========      ========    ========    ========
CLASS A SHARES:                                                                                            
     Proceeds from shares issued  . . . .    $  2,951    $   8,112    $ 10,642                              $  1,338    $  7,830
     Dividends reinvested   . . . . . . .         470          384         111                                   486         612
     Shares redeemed  . . . . . . . . . .      (2,721)      (1,396)     (1,470)                               (4,694)     (5,885)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in net assets from                                                                             
      Class A share transactions  . . . .    $    700    $   7,100    $  9,283                              $ (2,870)   $  2,557
                                             ========    =========    ========    ========      ========    ========    ========
                                                                                                           
                                                                                                           
CLASS B SHARES:                                                                                            
     Proceeds from shares issued  . . . .    $  4,660    $   4,977    $     80                              $  1,515    $  2,126
     Dividends reinvested   . . . . . . .         215           27                                                86          16
     Shares redeemed  . . . . . . . . . .      (1,441)         (80)                                             (451)        (60)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in net assets from                                                                             
      Class B share transactions  . . . .    $  3,434    $   4,924    $     80                              $  1,150    $  2,082
                                             ========    =========    ========    ========      ========    ========    ========
                                                                                                           
SHARE TRANSACTIONS:                                                                                        
FIDUCIARY SHARES:                                                                                          
     Issued   . . . . . . . . . . . . . .       8,830       14,505         307       1,300         7,061         892       3,213
     Reinvested   . . . . . . . . . . . .          84           89           1          35            15          28          28
     Redeemed   . . . . . . . . . . . . .      (5,532)      (2,821)     (1,453)     (3,103)         (886)     (2,223)     (1,155)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in Fiduciary Shares   . . . .       3,382       11,773      (1,145)     (1,768)        6,190      (1,303)      2,086
                                             ========    =========    ========    ========      ========    ========    ========
CLASS A SHARES:                                                                                            
     Issued   . . . . . . . . . . . . . .         304          809       1,026                                   126         700 
     Reinvested   . . . . . . . . . . . .          49           39          11                                    46          56
     Redeemed   . . . . . . . . . . . . .        (283)        (144)       (149)                                 (451)       (530)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in Class A Shares   . . . . .          70          704         888                                  (279)        226
                                             ========    =========    ========    ========      ========    ========    ========
CLASS B SHARES:                                                                                              
     Issued   . . . . . . . . . . . . . .         485          509           8                                   142         195
     Reinvested   . . . . . . . . . . . .          22            3                                                 8           2
     Redeemed   . . . . . . . . . . . . .        (152)          (8)                                              (43)         (6)
                                             --------    ---------    --------    --------      --------    --------    --------
     Change in Class B Shares   . . . . .         355          504           8                                   107         191
                                             ========    =========    ========    ========      ========    ========    ========
<FN>

- -------

(a)  For the period from January 20, 1995 (date merged) to June 30, 1995.
(b)  For the period from February 1, 1994 to January 19, 1995
(c)  For the period from March 12, 1993 (date of initial public investment) to
     January 31, 1994.
(d)  Audited by other auditors. Prior to January 20, 1995, the Kentucky
     Municipal Bond Fund shares were unclassified.

</TABLE>

Continued

60


                                    B-373

<PAGE>   679
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


4.      INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

        The Trust and Banc One Investment Advisors Corporation (the "Advisor")
        are parties to an investment advisory agreement under which the Advisor
        is entitled to receive an annual fee, computed daily and paid monthly,
        equal to the following percentages of the Funds' average daily net
        assets: 0.60% of the Income Bond, the Intermediate Bond, Limited
        Volatility Bond, Ohio Municipal Bond, Kentucky Municipal Bond, and
        Intermediate Tax-Free Bond Funds; 0.55% of the Government ARM Fund, and
        0.45% of the Government Bond and Tax-Free Bond Funds.

        The Trust and 440 Financial Group of Worcester ("440 Financial") are
        parties to an administrative agreement under which 440 Financial (the
        "Administrator") provides services for a fee that is computed daily and
        payable monthly, at an annual rate of 0.20% on the first $1.5 billion of
        the combined average net assets of the Funds and other funds offered by
        the Trust; 0.18% on the next $0.5 billion of the combined average net
        assets, and 0.16% on the combined average net assets over $2 billion.
        Effective April 1, 1995, The Shareholder Services Group, Inc, d/b/a 440
        Financial became the Administrator to the Trust.  Also effective April
        1, 1995, the Advisor became the Sub-Administrator pursuant to an
        agreement between the Administrator and the Advisor.  The Advisor
        assumed many of the administrative duties, for which it receives a fee
        paid by the Administrator.

        The Trust has adopted a distribution and shareholder services plan (the
        "Plan") on behalf of the Class A, Class B and Service Class shares
        pursuant to Rule 12b-1 under the 1940 Act. 440 Financial Distributors,
        Inc. (the Distributor) acts as the distributor of the Trust's shares.
        The Distributor receives an annual fee for its services of 0.35%, 1.00%,
        and 0.75% of the average daily net assets of the Class A, Class B, and
        Service Class shares, respectively. These fees are used by the
        Distributor to pay banks, including affiliates of the Advisor, other
        institutions and broker/dealers, or to reimburse the Distributor for
        expenses incurred for providing distribution or shareholder assistance.
        The Distributor has voluntarily agreed to limit its fees for the Class A
        Shares to an annual rate of 0.25% of the average daily net assets of the
        Class A Shares of each Fund.

        Certain officers of the Trust are also officers of the Administrator
        and/or Distributor.  Such officers receive no compensation from the
        Funds for serving in their respective roles.

        The Advisor, Administrator, and Distributor voluntarily agreed to waive
        a portion of their fees and to reimburse the Funds for certain expenses
        so that total expenses of each Fund would not exceed certain annual
        expense limitations.  For the year ended June 30, 1995, fees in the
        following amounts were waived or reimbursed to the Funds:

<TABLE>
<CAPTION>
                                                    (AMOUNTS IN THOUSANDS)
                                                            LIMITED       
                                                           VOLATILITY    
                                             GOVERNMENT       FUND        INTERMEDIATE
                                              ARM FUND        BOND          BOND FUND
                                             ----------    ----------     ------------   
<S>                                          <C>           <C>            <C>
INVESTMENT ADVISORY FEES:
Waivers/reimbursements  . . . . . . . . . .     $285         $1,393            $597
ADMINISTRATION FEES:
Waivers/reimbursements  . . . . . . . . . .       72              2
12B-1 FEES (CLASS A):
Waivers/reimbursements  . . . . . . . . . .       12             14               2
12B-1 FEES (CLASS B):
Waivers/reimbursements  . . . . . . . . . .                       6
</TABLE>                                                                  


Continued

                                                                              61


                                    B-374

<PAGE>   680
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           June 30, 1995


<TABLE>
<CAPTION>
                                                                              INTERMEDIATE
                                                 GOVERNMENT    INCOME BOND    TAX-FREE BOND
                                                 BOND FUND         FUND           FUND
                                                 ----------    -----------    -------------
<S>                                              <C>           <C>            <C>
INVESTMENT ADVISORY FEES:
Waivers/reimbursements  . . . . . . . . . .          $39          $1,317          $699
ADMINISTRATION FEES:
Waivers/reimbursements  . . . . . . . . . .           15               7
12B-1 FEES (CLASS A):
Waivers/reimbursements  . . . . . . . . . .            4               5             5
12B-1 FEES (CLASS B):
Waivers/reimbursements  . . . . . . . . . .            1               2             1
</TABLE>

<TABLE>
<CAPTION>
                                                               KENTUCKY        KENTUCKY            OHIO
                                                  TAX-FREE     MUNICIPAL       MUNICIPAL         MUNICIPAL
                                                  BOND FUND    BOND FUND (a)   BOND FUND (b)     BOND FUND
                                                  ---------    -------------   -------------     ---------
<S>                                               <C>          <C>             <C>               <C> 
INVESTMENT ADVISORY FEES:
Waivers/reimbursements  . . . . . . . . . .          $246          $59            $ 9               $307
ADMINISTRATION FEES:
Waivers/reimbursements  . . . . . . . . . .            79            2                                32
12b-1 FEES (CLASS A):
Waivers/reimbursements  . . . . . . . . . .            10            4                                13
12b-1 FEES (CLASS B):                                                                 
Waivers/reimbursements  . . . . . . . . . .             7                                              2

<FN>
- -------

(a) For the period January 20, 1995 (date merged) through June 30, 1995.

(b) For the period February 1, 1994 through January 19, 1995.
</TABLE>

5.      SECURITIES TRANSACTIONS:

        The cost of security purchases and the proceeds from the sale of
        securities (excluding short-term securities and purchased options)
        during the year ended June 30, 1995 were as follows: (amounts in
        thousands)

<TABLE>
<CAPTION>
                                                          U.S. GOVERNMENT
                                                            SECURITIES               OTHER SECURITIES
                                                      ---------------------       ---------------------
                                                      PURCHASES       SALES       PURCHASES       SALES
                                                      ---------       -----       ---------       -----
<S>                                                   <C>           <C>           <C>           <C>     
Government ARM Fund . . . . . . . . . . . . . .        $  2,483     $ 86,025       $      0     $ 11,314
Limited Volatility Bond Fund  . . . . . . . . .         220,678      262,031         87,639       78,969
Intermediate Bond Fund  . . . . . . . . . . . .         150,552       89,390         74,061       43,297
Government Bond Fund  . . . . . . . . . . . . .         425,725      277,655         31,748       18,117
Income Bond Fund  . . . . . . . . . . . . . . .         575,280      647,586        657,119      686,737
Intermediate Tax-Free Bond Fund . . . . . . . . . . . . . . . . . . . . . .         405,664      388,097
Tax-Free Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         150,088      119,675
Kentucky Municipal Bond Fund (January 20, 1995 through June 30, 1995) . . .           8,203       10,888
Kentucky Municipal Bond Fund (February 1, 1994 through January 19, 1995)  .           5,221       15,894
Ohio Municipal Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . . .          75,774       91,286
</TABLE>

Continued

62


                                    B-375

<PAGE>   681
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


6.      FINANCIAL INSTRUMENTS:

        Investing in financial instruments such as written options, futures,
        structured notes and indexed securities involves risk in excess of the
        amounts reflected in the Statements of Assets and Liabilities.  The face
        or contract amounts reflect the extent of the involvement the funds have
        in the particular class of instrument.  Risks associated with these
        instruments include an imperfect correlation between the movements in
        the price of the instruments and the price of the underlying securities
        and interest rates, an illiquid secondary market for the instruments or
        inability of counterparties to perform under the terms of the contract.
        The Funds enter into these contracts primarily as a means to hedge
        against adverse fluctuations in securities.

7.      FEDERAL TAX INFORMATION:

        At June 30, 1995 the following Funds have capital loss carryforwards
        which are available to offset future gains, if any:

<TABLE>
<CAPTION>
                                                                                    CAPITAL LOSS
                                                                                 CARRYFORWARD (000)       EXPIRES
                                                                                 ------------------       -------
            <S>                                                                  <C>                      <C>
            Government ARM Fund . . . . . . . . . . . . . . . . . . . . . .           $ 2,283              2003
            Limited Volatility Bond Fund  . . . . . . . . . . . . . . . . .             2,420              2003
            Intermediate Bond Fund  . . . . . . . . . . . . . . . . . . . .             1,321              2003
                                                                                          845              2002
                                                                                          222              2001
            Government Bond Fund  . . . . . . . . . . . . . . . . . . . . .            10,380              2003
                                                                                          733              2002
                                                                                          307              2001
            Income Bond Fund  . . . . . . . . . . . . . . . . . . . . . . .            52,042              2003
            Intermediate Tax-Free Bond Fund . . . . . . . . . . . . . . . .               534              2003
            Tax-Free Bond Fund  . . . . . . . . . . . . . . . . . . . . . .             3,799              2003
            Kentucky Municipal Bond Fund  . . . . . . . . . . . . . . . . .             1,331              2002
                                                                                            1              2001
            Ohio Municipal Bond Fund  . . . . . . . . . . . . . . . . . . .             2,319              2003
</TABLE>


        Under current tax law, capital losses realized after October 31 may be
        deferred and treated as occurring on the first day of the following
        fiscal year.  The following deferred losses will be treated as arising
        on the first day of the fiscal year ended June 30, 1996.

<TABLE>
<CAPTION>
                                                                                               POST-OCTOBER
                                                                                           CAPITAL LOSSES (000)
                                                                                           --------------------
            <S>                                                                            <C>
            Government ARM Fund . . . . . . . . . . . . . . . . . . . . . . . . . .              $1,064
            Limited Volatility Fund . . . . . . . . . . . . . . . . . . . . . . . .               5,185
            Intermediate Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . .               3,424
            Government Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . . .               2,121
            Income Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . .               1,093
            Intermediate Tax-Free Bond Fund . . . . . . . . . . . . . . . . . . . .                none
            Tax-Free Bond Fund  . . . . . . . . . . . . . . . . . . . . . . . . . .               1,750
            Kentucky Municipal Bond Fund  . . . . . . . . . . . . . . . . . . . . .                 447
            Ohio Municipal Bond Fund  . . . . . . . . . . . . . . . . . . . . . . .               1,394
</TABLE>



Continued





                                                                              63


                                    B-376

<PAGE>   682
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


        The Income Bond Fund distributed approximately $4,206,000 as a long-term
        capital gain dividend for the purposes of the dividends-paid deduction
        for the fiscal year ended June 30, 1995. Of the dividends paid from net
        investment income by the Intermediate Tax-Free Bond Fund, the Tax-Free
        Bond Fund, the Kentucky Municipal Bond Fund, and the Ohio Municipal Bond
        Fund for the fiscal year ended June 30, 1995, 100% constituted exempt
        interest dividends for regular federal income tax purposes.

8.      CONCENTRATION OF CREDIT RISK:

        The Ohio and Kentucky Municipal Bond Funds invest primarily in debt
        obligations issued by the respective States and their political
        subdivisions, agencies and public authorities to obtain funds for
        various public purposes. The Funds are more susceptible to economic and
        political factors adversely affecting issuers of the States' specific
        municipal securities than are municipal bond funds that are not
        concentrated in these issuers to the same extent.

9.      REORGANIZATION:

        On October 7, 1994, the Board of Trustees approved an agreement and plan
        of reorganization for the acquisition of the Trademark Funds by the
        Trust. Under the agreement and plan of reorganization, all assets and
        liabilities of the Trademark Government Income Fund, the Trademark
        Short-Intermediate Government Fund and the Trademark Kentucky Municipal
        Bond Fund (the "Acquired Funds") were acquired by the Government Bond
        Fund, the Intermediate Bond Fund, and the Kentucky Municipal Bond Fund,
        respectively (the "Acquiring Funds"), in exchange for shares of the each
        Acquiring Fund. The reorganization, which qualified as a tax-free
        exchange for federal income tax purposes, was completed following
        approval by the shareholders of the Acquired Funds. The following is a
        summary of Shares Outstanding, Net Assets, Unrealized Depreciation and
        Net Asset Value per share immediately before and after the
        reorganization (amounts in thousands except net asset value):



Continued





64


                                    B-377

<PAGE>   683
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


<TABLE>
<CAPTION>
                                                                                                               AFTER
                                                                    BEFORE REORGANIZATION                  REORGANIZATION
                                                       ---------------------------------------------       --------------
                                                       TRADEMARK SHORT-INTERMEDIATE     INTERMEDIATE        INTERMEDIATE
                                                             GOVERNMENT FUND             BOND FUND           BOND FUND  
                                                       ----------------------------     ------------       --------------  
<S>                                                    <C>                              <C>                <C>        
Shares:                                                           *4,378                    14,387              18,592   
Net Assets:                                                     *$39,916                  $136,529            $176,445   
Net Asset Value:                                                                                                       
  Fiduciary   . . . . . . . . . . . . . . . . .                 *$  9.12                  $   9.49            $   9.49   
  Class A   . . . . . . . . . . . . . . . . . .                                           $   9.52            $   9.52   
Unrealized Depreciation:  . . . . . . . . . . .                  $(3,636)                 $ (5,186)           $ (8,822)
</TABLE>                                                                   


<TABLE>
<CAPTION>
                                                           TRADEMARK GOVERNMENT         GOVERNMENT          GOVERNMENT
                                                               INCOME FUND              BOND FUND            BOND FUND
                                                           --------------------         ---------           ----------
<S>                                                        <C>                          <C>                 <C>
Shares:                                                           *10,770                 25,385               35,949 
Net Assets:                                                     *$ 96,760               $232,446             $329,206 
Net Asset Value:                                                                                                     
  Fiduciary   . . . . . . . . . . . . . . . . .                 *$   8.98               $   9.16             $   9.16 
  Class A   . . . . . . . . . . . . . . . . . .                                         $   9.16             $   9.16 
Unrealized Depreciation:  . . . . . . . . . . .                  $(10,216)              $ (7,028)            $(17,244)
</TABLE>                                                                   


<TABLE>
<CAPTION>
                                                               TRADEMARK                    KENTUCKY           KENTUCKY
                                                           KENTUCKY MUNICIPAL               MUNICIPAL          MUNICIPAL
                                                                BOND FUND                   BOND FUND          BOND FUND
                                                           ------------------               ---------          ---------
<S>                                                        <C>                              <C>                <C>
Shares:                                                          *4,422                                           4,422 
Net Assets:                                                                                                            
  Fiduciary   . . . . . . . . . . . . . . . . .                *$41,953                                         $41,953 
Net Asset Value:                                                                                                       
  Fiduciary   . . . . . . . . . . . . . . . . .                *$  9.49                                         $  9.49 
Unrealized Depreciation . . . . . . . . . . . .                 $(2,604)                                        $(2,604)
<FN>

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

* Before the reorganization, the Acquired Funds offered only one class of
  shares.
</TABLE>                                                                   

Additionally, the Government Bond Fund and the Intermediate Bond Fund had
capital loss carryforwards from the Acquired Funds of approximately $1,040,000
and $971,000, respectively.


Continued


                                                                              65


                                    B-378

<PAGE>   684
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
                                                                                     GOVERNMENT ARM FUND
                                                                 ---------------------------------------------------------------
                                                                                      YEAR ENDED JUNE 30,
                                                                 ---------------------------------------------------------------
                                                                             1995                           1994
                                                                 ----------------------------  ---------------------------------
                                                                 FIDUCIARY  CLASS A   CLASS B  FIDUCIARY   CLASS A   CLASS B (a)
                                                                 ---------  -------   -------  ---------   -------   -----------
<S>                                                              <C>        <C>       <C>      <C>         <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . .  $  9.85    $  9.84   $ 9.86   $  10.03    $ 10.03   $   9.98
                                                                 -------    -------   ------   --------    -------   --------
Investment Activities
  Net investment income . . . . . . . . . . . . . . . . . . . .     0.55       0.52     0.47       0.36       0.36       0.12
  Net realized and unrealized gains (losses) from
    investments . . . . . . . . . . . . . . . . . . . . . . . .    (0.05)     (0.06)   (0.04)     (0.15)     (0.17)     (0.11)

                                                                 -------    -------   ------   --------    -------   --------
Total from Investment Activities  . . . . . . . . . . . . . . .     0.50       0.46     0.43       0.21       0.19       0.01
                                                                 -------    -------   ------   --------    -------   --------
Distributions
  Net investment income . . . . . . . . . . . . . . . . . . . .    (0.48)     (0.46)   (0.45)     (0.37)     (0.34)     (0.12)
  In excess of net investment income  . . . . . . . . . . . . .    (0.03)     (0.01)              (0.02)     (0.04)     (0.01)
                                                                 -------    -------   ------   --------    -------   --------
Total Distributions . . . . . . . . . . . . . . . . . . . . . .    (0.51)     (0.47)   (0.45)     (0.39)     (0.38)     (0.13)
                                                                 -------    -------   ------   --------    -------   --------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . .  $  9.84    $  9.83   $ 9.84   $   9.85    $  9.84   $   9.86
                                                                 =======    =======   ======   ========    =======   ========
Total Return (Excludes Sales Charge). . . . . . . . . . . . . .     5.14%      4.84%    4.77%      2.16%      1.95%     (0.09)%(e)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . . . .  $51,050    $ 4,631   $  160   $139,593    $19,053   $     15
  Ratio of expenses to average net assets   . . . . . . . . . .     0.61%      0.86%    1.31%      0.65%      0.89%      1.41%(d)
  Ratio of net investment income to average net assets  . . . .     5.18%      4.88%    4.91%      3.70%      3.54%      3.49%(d)
  Ratio of expenses to average net assets *   . . . . . . . . .     1.01%      1.36%    1.96%      0.81%      1.14%      1.83%(d)
  Ratio of net investment income to average net assets *  . . .     4.78%      4.38%    4.26%      3.54%      3.29%      3.07%(d)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . . . .     2.91%      2.91%    2.91%    242.20%    242.20%    242.20%

<CAPTION>
                                                                     GOVERNMENT ARM FUND
                                                                ----------------------------
                                                                     YEAR ENDED JUNE 30,
                                                                             1993
                                                                ----------------------------
                                                                FIDUCIARY (b)    CLASS A (c)
                                                                -------------    -----------
<S>                                                             <C>              <C>
NET ASSET VALUE,
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . $   10.00        $  10.00
                                                                ---------        --------
Investment Activities
  Net investment income . . . . . . . . . . . . . . . . . . . .      0.17            0.14

  Net realized and unrealized gains (losses) from investments        0.03            0.03
                                                                ---------        --------
Total from Investment Activities. . . . . . . . . . . . . . . .      0.20            0.17
                                                                ---------        --------
Distributions
  Net investment income . . . . . . . . . . . . . . . . . . . .     (0.17)          (0.14)
  In excess of net investment income  . . . . . . . . . . . . .
                                                                ---------        --------
Total Distributions . . . . . . . . . . . . . . . . . . . . . .     (0.17)          (0.14)
                                                                ---------        --------
NET ASSET VALUE,
END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . $   10.03        $  10.03
                                                                =========        ========
Total Return (Excludes Sales Charge). . . . . . . . . . . . . .      4.93%(d)        4.78%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . . . . $ 154,413        $  3,106
  Ratio of expenses to average net assets   . . . . . . . . . .      0.58%(d)        0.81%(d)
  Ratio of net investment income to average net assets  . . . .      4.71%(d)        4.47%(d)
  Ratio of expenses to average net assets *   . . . . . . . . .      1.03%(d)        1.34%(d)
  Ratio of net investment income to average net assets *  . . .      4.26%(d)        3.95%(d)
  Portfolio Turnover. . . . . . . . . . . . . . . . . . . . . .    109.96%         109.96%
<FN>

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

*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on February 2, 1993.
(c) Class A Shares commenced offering on March 10, 1993.
(d) Annualized.
(e) Not Annualized.

</TABLE>


See notes to financial statements.





66


                                    B-379

<PAGE>   685
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
                                                                                            LIMITED VOLATILITY BOND FUND
                                                                                    ----------------------------------------------
                                                                                                 YEAR ENDED JUNE 30,
                                                                                    ----------------------------------------------
                                                                                                        1995
                                                                                    ----------------------------------------------
                                                                                    FIDUCIARY    CLASS A    CLASS B    SERVICE (b)
                                                                                    ---------    -------    -------    -----------
<S>                                                                                 <C>          <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $  10.33     $ 10.32    $10.40     $10.38
                                                                                    --------     -------    ------     ------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . . . . . . . . . . . .         0.60        0.56      0.53       0.51
  Net realized and unrealized gains (losses) from investments   . . . . . . . .         0.19        0.21      0.19       0.19
                                                                                    --------     -------    ------     ------
Total from Investment Activities  . . . . . . . . . . . . . . . . . . . . . . .         0.79        0.77      0.72       0.70
                                                                                    --------     -------    ------     ------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.59)      (0.56)    (0.52)     (0.49)
  In excess of net investment income  . . . . . . . . . . . . . . . . . . . . .                    (0.01)
  Net realized gains  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
  In excess of net realized gains   . . . . . . . . . . . . . . . . . . . . . .
                                                                                    --------     -------    ------     ------
Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.59)      (0.57)    (0.52)     (0.49)
                                                                                    --------      ------    ------     ------   
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $  10.53     $ 10.52    $10.60     $10.59
                                                                                    ========     =======    ======     ======
Total Return (Excludes Sales Charge)  . . . . . . . . . . . . . . . . . . . . .         7.96%       7.67%     7.18%           (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . . . . . . . . . . . . . . . . . .     $410,746     $12,516    $2,906
  Ratio of expenses to average net assets   . . . . . . . . . . . . . . . . . .         0.52%       0.77%     1.28%      1.32%(e)
  Ratio of net investment income to average net assets  . . . . . . . . . . . .         5.82%       5.57%     5.10%      5.55%(e)
  Ratio of expenses to average net assets *   . . . . . . . . . . . . . . . . .         0.85%       1.20%     1.86%      1.68%(e)
  Ratio of net investment income to average net assets *  . . . . . . . . . . .         5.49%       5.14%     4.52%      5.20%(c)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        76.43%      76.43%    76.43%     76.43%

<CAPTION>
                                                                                              LIMITED VOLATILITY BOND FUND
                                                                                    -----------------------------------------------
                                                                                                   YEAR ENDED JUNE 30,
                                                                                    -----------------------------------------------
                                                                                                         1994
                                                                                    -----------------------------------------------
                                                                                    FIDUCIARY   CLASS A    CLASS B (a)   RETIREMENT
                                                                                    ---------   -------    -----------   ----------
<S>                                                                                 <C>         <C>        <C>           <C>
NET ASSET VALUE,
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $  10.87    $ 10.87    $10.78        $10.78
                                                                                    --------    -------    ------        ------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . . . . . . . . . . . .         0.54       0.52      0.17          0.10
  Net realized and unrealized gains (losses) from investments   . . . . . . . .        (0.45)     (0.46)    (0.37)        (0.38)
                                                                                    --------    -------    ------        ------
Total from Investment Activities  . . . . . . . . . . . . . . . . . . . . . . .         0.09       0.06     (0.20)        (0.28)
                                                                                    --------    -------    ------        ------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.55)     (0.51)    (0.15)        (0.08)
  In excess of net investment income  . . . . . . . . . . . . . . . . . . . . .        (0.02)     (0.04)                  (0.04)
  Net realized gains  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.06)     (0.06)
  In excess of net realized gains   . . . . . . . . . . . . . . . . . . . . . .                             (0.03)
                                                                                    --------    -------    ------        ------
Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.63)     (0.61)    (0.18)        (0.12)
                                                                                    --------    -------    ------        ------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10.33    $ 10.32    $10.40        $10.38
                                                                                    ========    =======    ======        ======
Total Return (Excludes Sales Charge)  . . . . . . . . . . . . . . . . . . . . .         0.79%      0.49%    (1.81)%(f)    (2.59)%(f)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . . . . . . . . . . . . . . . . . .     $447,394    $15,216    $1,974        $   16
  Ratio of expenses to average net assets   . . . . . . . . . . . . . . . . . .         0.50%      0.75%     1.26%(e)      1.26%(e)
  Ratio of net investment income to average net assets  . . . . . . . . . . . .         5.10%      4.92%     4.39%(e)      4.37%(c)
  Ratio of expenses to average net assets *   . . . . . . . . . . . . . . . . .         0.85%      1.20%     1.86%(e)      1.60%(e)
  Ratio of net investment income to average net assets *  . . . . . . . . . . .         4.75%      4.47%     3.79%(e)      4.03%(e)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30.61%     30.61%    30.61%        30.61%
</TABLE>











<TABLE>
<CAPTION>
                                                                                         LIMITED VOLATILITY BOND FUND
                                                                       ------------------------------------------------------------
                                                                                              YEAR ENDED JUNE 30,
                                                                       ------------------------------------------------------------
                                                                               1993                  1992                1991
                                                                       ------------------   -----------------------   -------------
                                                                       FIDUCIARY  CLASS A   FIDUCIARY   CLASS A (c)   FIDUCIARY (d)
                                                                       ---------  -------   ---------   -----------   -------------
<S>                                                                    <C>        <C>       <C>         <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . .  $  10.72   $ 10.72   $  10.26    $  10.61      $  10.00
                                                                       --------   -------   --------    --------      --------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . . . . . . .      0.61      0.59       0.70        0.24          0.58
  Net realized and unrealized gains (losses) from investments . . . .      0.25      0.24       0.47        0.13          0.25
                                                                       --------   -------   --------    --------      --------
Total from Investment Activities  . . . . . . . . . . . . . . . . . .      0.86      0.83       1.17        0.37          0.83
                                                                       --------   -------   --------    --------      --------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . . . . . . .     (0.62)    (0.59)     (0.70)      (0.26)        (0.57)
  In excess of net investment income  . . . . . . . . . . . . . . . .
  Net realized gains  . . . . . . . . . . . . . . . . . . . . . . . .     (0.09)    (0.09)     (0.01)
  In excess of net realized gains   . . . . . . . . . . . . . . . . .
                                                                       --------   -------   --------    --------      --------
Total Distributions . . . . . . . . . . . . . . . . . . . . . . . . .     (0.71)    (0.68)     (0.71)      (0.26)        (0.57)
                                                                       --------   -------   --------    --------      --------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  10.87   $ 10.87   $  10.72    $  10.72      $  10.26
                                                                       ========   =======   ========    ========      ========
Total Return (Excludes Sales Charge)  . . . . . . . . . . . . . . . .      8.27%     8.04%     11.75%       9.84%(e)      9.76%(e)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . . . . . . . . . . . . .  $397,820   $15,719   $301,907    $    161      $154,991
  Ratio of expenses to average net assets   . . . . . . . . . . . . .      0.56%     0.76%      0.52%       0.99%(e)      0.32%(e)
  Ratio of net investment income to average net assets  . . . . . . .      5.70%     5.35%      6.63%       5.95%(c)      7.49%(e)
  Ratio of expenses to average net assets *   . . . . . . . . . . . .      0.90%     1.27%      1.04%       1.29%(e)      0.92%(e)
  Ratio of net investment income to average net assets *  . . . . . .      5.36%     4.84%      6.11%       5.65%(e)      6.89%(e)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . . . . . . .     40.28%    40.28%     43.87%      43.87%        24.69%
<FN>

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

*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Service Class Shares commenced offering on January 17, 1994 when they
    were designated as "Retirement" Shares. On April 4, 1995, the name of the
    Retirement Shares was changed to "Service" Shares. As of June 1, 1995,
    Service Shares transferred to Class A Shares; and as of June 30, 1995, there
    were no shareholders in the Service Class. The return for the period from
    July 1, 1994 to June 1, 1995 for the Service Shares was 6.90%.
(c) Class A Shares commenced offering on February 18, 1992.
(d) The Fund commenced operations on September 4, 1990.
(e) Annualized.
(f) Not Annualized.

</TABLE>

See notes to financial statements.


                                                                              67


                                    B-380

<PAGE>   686
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                              INTERMEDIATE BOND FUND
                                         ------------------------------------------------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                         ------------------------------------------------------------------------------------------
                                                             1995                           1994         1993            1992
                                         ---------------------------------------------   ---------  -------------  ----------------
                                         FIDUCIARY       CLASS A (e)       CLASS B (e)   FIDUCIARY  FIDUCIARY (d)  FIDUCIARY (a)(d)
                                         ---------       -----------       -----------   ---------  -------------  ----------------
<S>                                      <C>              <C>               <C>          <C>          <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD   . . . . . . . .  $   9.72         $   9.45          $  9.45      $ 10.51      $ 10.09          $ 10.00
                                         --------         --------          -------      -------      -------          -------     
Investment Activities
  Net investment income   . . . . . . .      0.66             0.37             0.23         0.60         0.63             0.22
  Net realized and unrealized gains 
   (losses) from investments  . . . . .      0.29             0.59             0.56        (0.67)        0.42             0.08
                                         --------         --------          -------      -------      -------          -------     
Total from Investment Activities  . . .      0.95             0.96             0.79        (0.07)        1.05             0.30
                                         --------         --------          -------      -------      -------          -------     
Distributions
  Net investment income   . . . . . . .     (0.66)           (0.37)           (0.23)       (0.60)       (0.63)           (0.21)
  Net realized gains  . . . . . . . . .                                                    (0.02)
  In excess of net realized gains   . .                                                    (0.10)
                                         --------         --------          -------      -------      -------          -------     
Total Distributions . . . . . . . . . .     (0.66)           (0.37)           (0.23)       (0.72)       (0.63)           (0.21)
                                         --------         --------          -------      -------      -------          -------     
NET ASSET VALUE, END OF PERIOD  . . . .  $  10.01         $  10.04          $ 10.01        $9.72      $ 10.51          $ 10.09
                                         ========         ========          =======      =======      =======          =======     
Total Return (Excludes Sales Charge)  .     10.15%           10.29%(b)         8.22%(b)    (0.74)%      10.67%            3.00%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   .  $191,216         $  4,941          $   266      $98,483      $44,252          $23,457
  Ratio of expenses to average net 
    assets  . . . . . . . . . . . . . .      0.56%            0.83%(b)         1.51%(b)     0.32%        0.39%            0.36%(b)
  Ratio of net investment income to 
    average net assets  . . . . . . . .      6.88%            6.64%(b)         6.15%(b)     6.04%        6.14%            6.99%(b)
  Ratio of expenses to average net 
    assets *  . . . . . . . . . . . . .      0.99%            1.66%(b)         2.34%(b)     0.87%        1.17%            1.33%(b)
  Ratio of net investment income to 
    average net assets *  . . . . . . .      6.45%            5.81%(b)         5.31%(b)     5.49%        5.36%            6.02%(b)
  Portfolio Turnover  . . . . . . . . .     99.71%           99.71%           99.71%       85.62%       21.51%           11.74%
<FN>

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

*    During the period the investment advisory, 12b-1,  and administration fees
     were voluntarily reduced.  If such voluntary fee reductions had not 
     occurred, the ratios would have been as indicated.

(a)  The Fund commenced operations on February 28, 1992.

(b)  Annualized.

(c)  Not Annualized.

(d)  Audited by other auditors.

(e)  Class A and Class B Shares commenced operations November 30, 1994.

</TABLE>


See notes to financial statements.

68


                                    B-381

<PAGE>   687


THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                         GOVERNMENT BOND FUND
                                                 -----------------------------------------------------------------------------
                                                                          YEAR ENDED JUNE 30,
                                                 -----------------------------------------------------------------------------
                                                                        1995                                     1994
                                                 ---------------------------------------------------    ----------------------
                                                 FIDUCIARY     CLASS A       CLASS B     SERVICE(f)     FIDUCIARY     CLASS A
                                                 ---------     -------       -------     -----------    ---------     -------
<S>                                              <C>           <C>           <C>         <C>            <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD   . . . . . . . . . . .     $   9.35      $  9.35       $  9.35       $ 9.32      $   10.15      $ 10.17
                                                  --------      -------       -------       ------      ---------      -------
Investment Activities
  Net investment income   . . . . . . . . . .         0.62         0.61          0.55         0.44           0.51         0.48
  Net realized and unrealized gains (losses)
     from investments   . . . . . . . . . . .         0.46         0.45          0.46         0.46          (0.77)       (0.79)
                                                  --------      -------       -------       ------      ---------      -------
Total from Investment Activities  . . . . . .         1.08         1.06          1.01         0.90          (0.26)       (0.31)
                                                  --------      -------       -------       ------      ---------      -------
Distributions
  Net investment income   . . . . . . . . . .        (0.61)       (0.59)        (0.55)       (0.44)         (0.50)       (0.47)
  In excess of net investment income  . . . .        (0.01)       (0.01)                                    (0.02)       (0.02)
  In excess of net realized gains   . . . . .                                                               (0.02)       (0.02)
                                                  --------      -------       -------       ------      ---------      -------
Total Distributions . . . . . . . . . . . . .        (0.62)       (0.60)        (0.55)       (0.44)         (0.54)       (0.51)
                                                  --------      -------       -------       ------      ---------      -------
NET ASSET VALUE,
END OF PERIOD . . . . . . . . . . . . . . . .     $   9.81      $  9.81          9.81         9.78      $    9.35      $  9.35
                                                  ========      =======       =======       ======      =========      =======
Total Return (Excludes Sales Charge)  . . . .        12.04%       11.84%        11.20%        (f)           (2.73)%      (3.16)%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . .     $379,826      $ 8,130       $ 2,513                   $ 209,692      $ 1,690
  Ratio of expenses to average net
    assets  . . . . . . . . . . . . . . . . .         0.71%        0.97%         1.62%        1.64%(d)       0.68%        0.92%
  Ratio of net investment income to
    average net assets  . . . . . . . . . . .         6.65%        6.46%         5.76%        6.65%(d)       5.13%        4.84%
  Ratio of expenses to average net
    assets *  . . . . . . . . . . . . . . . .         0.73%        1.09%         1.74%        1.66%(d)       0.71%        1.05%
  Ratio of net investment income to
    average net assets *  . . . . . . . . . .         6.63%        6.34%         5.64%        6.62%(d)       5.10%        4.71%
  Portfolio Turnover  . . . . . . . . . . . .       106.14%      106.14%       106.14%      106.14%        377.78%      377.78%
</TABLE>


<TABLE>
<CAPTION>
                                                           GOVERNMENT BOND FUND
                                                 -----------------------------------------
                                                            YEAR ENDED JUNE 30,
                                                 -----------------------------------------
                                                    1994                  1993
                                                 -----------   ---------------------------
                                                  CLASS B(a)    FIDUCIARY(b)    CLASS A(c)
                                                 -----------   -------------   -----------
<S>                                              <C>           <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD   . . . . . . . . . . .      $ 10.04        $ 10.00       $ 10.22
                                                   -------        -------       -------
Investment Activities
  Net investment income   . . . . . . . . . .         0.18           0.20          0.17
  Net realized and unrealized gains (losses)
     from investments   . . . . . . . . . . .        (0.69)          0.15         (0.05)
                                                   -------        -------       -------
Total from Investment Activities  . . . . . .        (0.51)          0.35          0.12
                                                   -------        -------       -------
Distributions
  Net investment income   . . . . . . . . . .        (0.16)         (0.20)        (0.17)
  In excess of net investment income  . . . .        (0.02)
  In excess of net realized gains   . . . . .
                                                   -------        -------       -------
Total Distributions . . . . . . . . . . . . .        (0.18)         (0.20)        (0.17)
                                                   -------        -------       -------
NET ASSET VALUE,
END OF PERIOD . . . . . . . . . . . . . . . .      $  9.35        $ 10.15       $ 10.17
                                                   =======        =======       =======
Total Return (Excludes Sales Charge)  . . . .        (4.99)%(e)      9.03%(d)      5.35%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . .      $   656        $52,152       $   840
  Ratio of expenses to average net
    assets  . . . . . . . . . . . . . . . . .         1.52%(d)       0.69%(d)      0.95%(d)
  Ratio of net investment income to
    average net assets  . . . . . . . . . . .         4.60%(d)       5.43%(d)      5.56%(d)
  Ratio of expenses to average net
    assets *  . . . . . . . . . . . . . . . .         1.63%(d)       1.05%(d)      1.44%(d)
  Ratio of net investment income to
    average net assets *  . . . . . . . . . .         4.49%(d)       5.07%(d)      5.07%(d)
  Portfolio Turnover  . . . . . . . . . . . .       377.78%        139.24%       139.24%
<FN>

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

*    During the period the investment advisory, 12b-1, and administration fees
     were voluntarily reduced. If such voluntary fee reductions had not
     occurred, the ratios would have been as indicated.

(a)  Class B Shares commenced offering on January 14, 1994.

(b)  The Fund commenced operations on February 8, 1993.

(c)  Class A Shares commenced offering on March 5, 1993.

(d)  Annualized.

(e)  Not Annualized.

(f)  The Service Class Shares commenced offering on July 15, 1994 when they were
     designated as "Retirement" shares. On April 4, 1995, the name of the
     Retirement shares was changed to "Service" shares. As of June 1, 1995,
     Service Shares transferred to Class A shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 15, 1994 to June 1, 1995 for the Service Shares was 9.59%.

</TABLE>

See notes to financial statements.

                                                                              69


                                    B-382

<PAGE>   688
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                            INCOME BOND FUND                  
                                               --------------------------------------------------------------
                                                                           YEAR ENDED JUNE 30,               
                                               --------------------------------------------------------------
                                                                      1995                             1994             
                                               --------------------------------------------------   ---------
                                               FIDUCIARY     CLASS A      CLASS B     SERVICE (b)   FIDUCIARY
                                               ---------     -------      -------     -----------   ---------
<S>                                            <C>          <C>          <C>        <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . .  $   9.23     $  9.22      $  9.29        9.05       $  10.43  
                                               ---------    -------      -------    --------       --------
  Investment Activities
  Net investment income   . . . . . . . . . .      0.64        0.61         0.56        0.49           0.54  
  Net realized and unrealized gains 
   (losses) from investments  . . . . . . . .      0.35        0.36         0.38        0.40          (0.74) 
                                               ---------    -------      -------    --------       --------
Total from Investment Activities  . . . . . .      0.99        0.97         0.94        0.89          (0.20) 
                                               ---------    -------      -------    --------       --------
Distributions
  Net investment income   . . . . . . . . . .     (0.64)      (0.60)       (0.57)      (0.51)         (0.57) 
  In excess of net investment income  . . . .                 (0.01)
  In excess of net realized gains   . . . . .     (0.04)      (0.04)       (0.04)      (0.04)         (0.43) 
                                               ---------    -------      -------    --------       --------
Total Distributions . . . . . . . . . . . . .     (0.68)      (0.65)       (0.61)      (0.55)         (1.00) 
                                               ---------    -------      -------    --------       --------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . .  $   9.54     $  9.54      $  9.62    $   9.39       $   9.23
                                               =========    =======      =======    ========       ========
Total Return (Excludes Sales Charge)  . . . .     11.29%      10.90%      10.63%       (b)            (2.54)%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . .  $474,124     $ 6,796      $ 1,887                   $560,071  
  Ratio of expenses to average net assets   .      0.59%       1.01%        1.49%       1.24%(d)       0.53% 
  Ratio of net investment income to 
    average net assets  . . . . . . . . . . .      6.94%       6.57%        6.16%       5.85%(d)       5.35% 
  Ratio of expenses to average net assets *        0.86%       1.38%        1.86%       1.53%(d)       0.85% 
  Ratio of net investment income to  
    average net assets *  . . . . . . . . . .      6.67%       6.20%        5.80%       5.57%(d)       5.03%
  Portfolio Turnover  . . . . . . . . . . . .    262.25%     262.25%      262.25%     262.25%        131.04%
</TABLE>

<TABLE>
<CAPTION>
                                                          INCOME BOND FUND                  
                                               -----------------------------------------
                                                         YEAR ENDED JUNE 30,               
                                               -----------------------------------------
                                                                1994
                                               -----------------------------------------
                                                CLASS A     CLASS B (a)       RETIREMENT
                                                -------     -----------       ----------
<S>                                            <C>          <C>                <C>
NET ASSET VALUE,
BEGINNING OF PERIOD . . . . . . . . . . . . .  $  10.43     $    9.97          $   9.97
                                               --------     ---------          --------
  Investment Activities
  Net investment income   . . . . . . . . . .      0.52          0.17              0.12
  Net realized and unrealized gains 
   (losses) from investments  . . . . . . . .     (0.75)        (0.70)            (0.94)
                                               --------     ---------          --------
Total from Investment Activities  . . . . . .     (0.23)        (0.53)            (0.82)
                                               --------     ---------          --------
Distributions
  Net investment income   . . . . . . . . . .     (0.55)        (0.15)            (0.10)
  In excess of net investment income  . . . .  
  In excess of net realized gains   . . . . .     (0.43)
                                               --------     ---------          --------
Total Distributions . . . . . . . . . . . . .     (0.98)        (0.15)            (0.10)
                                               --------     ---------          --------
NET ASSET VALUE,
END OF PERIOD . . . . . . . . . . . . . . . .  $   9.22     $    9.29          $   9.05
                                               ========     =========          ========
Total Return (Excludes Sales Charge)  . . . .     (2.33)%       (5.29)%(e)        (8.24)%(e)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . .  $  5,347     $     723          $     57
  Ratio of expenses to average net assets   .      0.78%         1.45%(d)          1.30%(d)
  Ratio of net investment income to 
    average net assets  . . . . . . . . . . .      5.25%         5.20%(d)          5.28%(d)
  Ratio of expenses to average net assets *        1.20%         1.84%(d)          1.59%(d)
  Ratio of net investment income to 
    average net assets *  . . . . . . . . . .      4.83%         4.81%(d)          4.99%(d)
  Portfolio Turnover  . . . . . . . . . . . .    131.04%       131.04%           131.04%
</TABLE>






<TABLE>
<CAPTION>
                                                                                 INCOME BOND FUND
                                                   --------------------------------------------------------------------------------
                                                                               YEAR ENDED JUNE 30,
                                                   --------------------------------------------------------------------------------
                                                             1993                              1992                        1991
                                                   ------------------------         -----------------------------         ---------
                                                   FIDUCIARY        CLASS A         FIDUCIARY         CLASS A (c)         FIDUCIARY
                                                   ---------        -------         ---------         -----------         ---------
<S>                                                <C>             <C>              <C>               <C>                 <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . .    $  10.18        $ 10.16          $   9.59          $   10.06           $   9.49
                                                   --------        -------          --------          ---------           --------
Investment Activities
  Net investment income   . . . . . . . . . . .        0.66           0.63              0.71               0.26               0.79
  Net realized and unrealized gains (losses) 
    from investments  . . . . . . . . . . . . .        0.38           0.41              0.59               0.11               0.06
                                                   --------        -------          --------          ---------           --------
Total from Investment Activities  . . . . . . .        1.04           1.04              1.30               0.37               0.85
                                                   --------        -------          --------          ---------           --------
Distributions
  Net investment income   . . . . . . . . . . .       (0.66)         (0.64)            (0.71)             (0.27)             (0.75)
  Net realized gains  . . . . . . . . . . . . .       (0.13)         (0.13)
                                                   --------        -------          --------          ---------           --------
Total Distributions . . . . . . . . . . . . . .       (0.79)         (0.77)            (0.71)             (0.27)             (0.75)
                                                   --------        -------          --------          ---------           --------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . .    $  10.43        $ 10.43          $  10.18          $   10.16           $   9.59
                                                   ========        =======          ========          =========           ========
Total Return (Excludes Sales Charge)  . . . . .       10.62%         10.58%            13.85%             10.16%(d)           9.20%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . .    $483,291        $ 7,064          $376,898          $     188           $269,856
  Ratio of expenses to average net assets   . .        0.56%          0.77%             0.49%              0.97%(d)           0.29%
  Ratio of net investment income to average 
    net assets  . . . . . . . . . . . . . . . .        6.44%          6.12%             7.18%              6.58%(d)           7.88%
  Ratio of expenses to average net assets *   .        0.90%          1.26%             1.04%              1.27%(d)           0.89%
  Ratio of net investment income to average 
    net assets *  . . . . . . . . . . . . . . .        6.10%          5.63%             6.63%              6.28%(d)           7.28%
  Portfolio Turnover  . . . . . . . . . . . . .      143.52%        143.52%            32.50%             32.50%             39.63%
<FN>

____________

*    During the period the investment advisory, 12b-1, and administration fees
     were voluntarily reduced. If such voluntary fee reductions had not
     occurred, the ratios would have been as indicated.

(a)  Class B shares commenced offering on January 14, 1994.

(b)  The Service Class shares commenced offering on January 17, 1994 when they
     were designated as "Retirement" shares. On April 4, 1995, the name of the
     Retirement shares was changed to "Service" shares. As of June 1, 1995,
     Service shares transferred to Class A shares, and as of June 30, 1995,
     there were no shareholders in the Service Class. The return for the period
     from July 1, 1994 to June 1, 1995 for the Service Shares was 9.93%.

(c)  Class A commenced offering on February 18, 1992.

(d)  Annualized.

(e)  Not Annualized.
</TABLE>


See notes to financial statements.

70


                                    B-383

<PAGE>   689
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                         INTERMEDIATE TAX-FREE BOND FUND
                                       --------------------------------------------------------------------
                                                               YEAR ENDED JUNE 30,
                                       --------------------------------------------------------------------
                                                    1995                               1994
                                       -----------------------------    -----------------------------------
                                       FIDUCIARY   CLASS A   CLASS B    FIDUCIARY    CLASS A    CLASS B (a)
                                       ---------   -------   -------    ---------    -------    -----------
<S>                                    <C>         <C>       <C>         <C>         <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . .   $  10.49   $ 10.48   $ 10.50    $  11.15     $ 11.14    $ 11.18
                                        --------   -------   -------    --------     -------    -------
Investment Activities
  Net investment income   . . . . . .       0.54      0.51      0.46        0.52        0.50       0.17
  Net realized and unrealized gains
     (losses) from investments  . . .       0.15      0.15      0.14       (0.52)      (0.52)     (0.67)
                                        --------   -------   -------    --------     -------    -------
Total from Investment Activities  . .       0.69      0.66      0.60        0.00       (0.02)     (0.50)
                                        --------   -------   -------    --------     -------    -------
Distributions
  Net investment income   . . . . . .      (0.54)    (0.49)    (0.45)      (0.53)      (0.52)     (0.17)
  In excess of net investment
     income   . . . . . . . . . . . .                (0.02)                (0.01)      (0.01)
  Net realized gains  . . . . . . . .                                      (0.01)
  In excess of net realized gains . .                                      (0.11)      (0.11)     (0.01)
                                        --------   -------   -------    --------     -------    -------
Total Distributions . . . . . . . . .      (0.54)    (0.51)    (0.45)      (0.66)      (0.64)     (0.18)
                                        --------   -------   -------    --------     -------    -------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . .   $  10.64   $ 10.63   $ 10.65    $  10.49     $ 10.48    $ 10.50
                                        ========   =======   =======    ========     =======    =======
Total Return (Excludes Sales Charge).       6.75%     6.49%     5.89%      (0.11)%     (0.33)%    (4.48%)(e)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) .   $211,229   $ 5,614   $ 1,116    $182,611     $ 5,556    $   549
  Ratio of expenses to average net
     assets   . . . . . . . . . . . .       0.53%     0.78%     1.43%       0.48%       0.73%      1.40%(d)
  Ratio of net investment income to
     average net assets   . . . . . .       5.17%     4.91%     4.29%       4.78%       4.57%      4.08%(d)
  Ratio of expenses to average net
     assets *   . . . . . . . . . . .       0.88%     1.23%     1.88%       0.84%       1.19%      1.85%(d)
  Ratio of net investment income to
     average net assets * . . . . . .       4.82%     4.46%     3.84%       4.42%       4.11%      3.63%(d)
  Portfolio Turnover  . . . . . . . .     199.76%   199.76%   199.76%     105.98%     105.98%    105.98%


<CAPTION>
                                                         INTERMEDIATE TAX-FREE BOND FUND
                                       ----------------------------------------------------------------
                                                               YEAR ENDED JUNE 30,
                                       ----------------------------------------------------------------
                                                1993                    1992                  1991
                                       --------------------    ---------     -----------  -------------
                                       FIDUCIARY    CLASS A    FIDUCIARY     CLASS A (b)  FIDUCIARY (c)
                                       ---------    -------    ---------     -----------  -------------
<S>                                    <C>         <C>         <C>           <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . .    $10.69      $10.69    $  10.28       $10.57         $10.00
                                         ------      ------    --------       ------         ------
Investment Activities
  Net investment income   . . . . . .      0.53        0.55        0.55         0.15           0.49
  Net realized and unrealized gains
     (losses) from investments  . . .      0.49        0.44        0.42         0.18           0.27
                                         ------      ------    --------       ------         ------
Total from Investment Activities  . .      1.02        0.99        0.97         0.33           0.76
                                         ------      ------    --------       ------         ------
Distributions
  Net investment income   . . . . . .     (0.52)      (0.50)      (0.55)       (0.21)         (0.48)
  In excess of net investment
     income   . . . . . . . . . . . .
  Net realized gains  . . . . . . . .     (0.04)      (0.04)      (0.01)
  In excess of net realized gains . .
                                         ------      ------    --------       ------         ------
Total Distributions . . . . . . . . .     (0.56)      (0.54)      (0.56)       (0.21)         (0.48)
                                         ------      ------    --------       ------         ------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . .    $11.15      $11.14    $  10.69       $10.69        $ 10.28
                                         ======      ======    ========       ======        =======
Total Return (Excludes Sales Charge).      9.79%       9.47%       9.54%        8.68%(d)       9.49%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) .  $166,489      $5,480    $142,672       $    5        $82,192
  Ratio of expenses to average net
     assets   . . . . . . . . . . . .      0.54%       0.71%        .55%        1.02%(d)        .30%(d)
  Ratio of net investment income to
     average net assets   . . . . . .      4.93%       4.77%       5.28%        4.91%(d)       6.04%(d)
  Ratio of expenses to average net
     assets *   . . . . . . . . . . .      0.94%       1.27%       1.07%        1.32%(d)       0.90%(d)
  Ratio of net investment income to
     average net assets * . . . . . .      4.53%       4.21%       4.77%        4.61%(d)       5.44%(d)
  Portfolio Turnover  . . . . . . . .     31.99%      31.99%      11.50%       11.50%         35.15%
<FN>

- --------

*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.

(a) Class B Shares commenced offering on January 14, 1994.

(b) Class A Shares commenced offering on February 18, 1992.

(c) The Fund commenced operations on September 4, 1990.

(d) Annualized.

(e) Not Annualized.

</TABLE>

See notes to financial statements.

                                                                              71


                                    B-384

<PAGE>   690
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
                                                                                    TAX-FREE BOND FUND
                                                             --------------------------------------------------------------
                                                                                    YEAR ENDED JUNE 30,
                                                             --------------------------------------------------------------
                                                                          1995                          1994
                                                             ----------------------------  --------------------------------
                                                             FIDUCIARY  CLASS A   CLASS B  FIDUCIARY  CLASS A   CLASS B (a)
                                                             ---------  -------   -------  ---------  -------   -----------
<S>                                                          <C>        <C>       <C>      <C>        <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . .  $   9.66   $  9.67    $9.62     $10.11   $ 10.12   $ 10.10
                                                             --------   -------    -----     ------   -------   -------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . .      0.57      0.55     0.49       0.56      0.55      0.24
  Net realized and unrealized gains (losses) from
     investments  . . . . . . . . . . . . . . . . . . . . .      0.03      0.05     0.07      (0.42)    (0.43)    (0.48)
                                                             --------   -------    -----     ------   -------   -------
Total from Investment Activities  . . . . . . . . . . . . .      0.60      0.60     0.56       0.14      0.12     (0.24)
                                                             --------   -------    -----     ------   -------   -------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . .     (0.57)    (0.55)   (0.49)     (0.56)    (0.54)    (0.24)
  In excess of net realized gains . . . . . . . . . . . . .                                   (0.03)    (0.03)
                                                             --------   -------    -----     ------   -------   -------
Total Distributions . . . . . . . . . . . . . . . . . . . .     (0.57)    (0.55)   (0.49)     (0.59)    (0.57)    (0.24)
                                                             --------   -------    -----     ------   -------   -------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . .  $   9.69   $  9.72    $9.69      $9.66     $9.67   $  9.62
                                                             ========   =======    =====      =====     =====   =======
Total Return (Excludes Sales Charge). . . . . . . . . . . .      6.46%     6.21%    5.58%      1.36%     1.34%    (1.98)%(e)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . .  $185,916   $11,462   $8,326   $152,763   $10,725   $ 4,855
  Ratio of expenses to average net assets   . . . . . . . .      0.56%     0.81%    1.46%      0.54%     0.79%     1.41%(d)
  Ratio of net investment income to average net assets  . .      6.02%     5.76%    5.14%      5.61%     5.44%     4.95%(d)
  Ratio of expenses to average net assets *   . . . . . . .      0.74%     1.09%    1.74%      0.71%     1.06%     1.62%(d)
  Ratio of net investment income to average net assets *  .      5.84%     5.48%    4.86%      5.44%     5.17%     4.74%(d)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . .     66.02%    66.02%   66.02%    101.48%   101.48%   101.48%


<CAPTION>
                                                                 TAX-FREE BOND FUND
                                                             --------------------------
                                                                 YEAR ENDED JUNE 30,
                                                             --------------------------
                                                                        1993
                                                             --------------------------
                                                             FIDUCIARY (b)  CLASS A (c)
                                                             -------------  -----------
<S>                                                          <C>            <C>   
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . .   $ 10.00        $10.06
                                                              -------        ------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . .      0.19          0.19
  Net realized and unrealized gains (losses) from
     investments  . . . . . . . . . . . . . . . . . . . . .      0.11          0.05
                                                              -------        ------
Total from Investment Activities  . . . . . . . . . . . . .      0.30          0.24
                                                              -------        ------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . .     (0.19)        (0.18)
  In excess of net realized gains . . . . . . . . . . . . .
                                                              -------        ------
Total Distributions . . . . . . . . . . . . . . . . . . . .     (0.19)        (0.18)
                                                              -------        ------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . .   $ 10.11        $10.12
                                                              =======        ======
Total Return (Excludes Sales Charge). . . . . . . . . . . .      5.18%(d)      6.86%(d)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . .   $40,777        $4,106
  Ratio of expenses to average net assets   . . . . . . . .      0.54%(d)      0.80%(d)
  Ratio of net investment income to average net assets  . .      5.66%(d)      5.71%(d)
  Ratio of expenses to average net assets *   . . . . . . .      1.01%(d)      1.36%(d)
  Ratio of net investment income to average net assets *  .      5.19%(d)      5.15%(d)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . .     66.12%        66.12%
<FN>

- -------------
*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.

(a) Class B Shares commenced offering on January 14, 1994.

(b) The Fund commenced operations on February 9, 1993.

(c) Class A Shares commenced offering on February 23, 1993.

(d) Annualized.

(e) Not Annualized.

</TABLE>

See notes to financial statements.

72


                                    B-385

<PAGE>   691
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                  KENTUCKY MUNICIPAL BOND FUND
                                                             --------------------------------------------------------------------
                                                                                         MARCH 16,
                                                             JANUARY 20, 1995 TO          1995 TO     FEBRUARY 1,      MARCH 12,  
                                                               JUNE 30, 1995(a)        JUNE 30, 1995   1994, TO        1993, TO   
                                                             --------------------      -------------  JANUARY 19,     JANUARY 31,
                                                             FIDUCIARY    CLASS A        CLASS B(f)     1995(d)       1994(d)(e)
                                                             ---------    -------      -------------  -----------    ------------
<S>                                                          <C>          <C>          <C>            <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . .  $  9.49       $ 9.49        $ 9.75         $ 10.45        $ 10.00
                                                             -------       ------        ------         -------        -------
Investment Activities
  Net investment income   . . . . . . . . . . . . . . . . .     0.20         0.19          0.14            0.41           0.36
  Net realized and unrealized gains (losses) from
     investments  . . . . . . . . . . . . . . . . . . . . .     0.43         0.44          0.12           (0.95)          0.43
                                                             -------       ------        ------         -------        -------
Total from Investment Activities  . . . . . . . . . . . . .     0.63         0.63          0.26           (0.54)          0.79
                                                             -------       ------        ------         -------        -------
Distributions
  Net investment income   . . . . . . . . . . . . . . . . .    (0.20)       (0.19)        (0.14)          (0.42)         (0.34)
                                                             -------       ------        ------         -------        -------
Total Distributions . . . . . . . . . . . . . . . . . . . .    (0.20)       (0.19)        (0.14)          (0.42)         (0.34)
                                                             -------       ------        ------         -------        -------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . . . . . . . .  $  9.92       $ 9.93        $ 9.87         $  9.49        $ 10.45
                                                             =======       ======        ======         =======        =======
Total Return (Excludes Sales Charge)  . . . . . . . . . . .     6.56%(b)     5.66%(b)      2.63%(b)       -5.17%(b)       8.05%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . . . . . . . .  $32,520       $8,818        $   79         $41,953        $64,663
  Ratio of expenses to average net assets   . . . . . . . .     0.65%(c)     0.90%(c)      1.58%(c)        1.03%(c)       0.70%(c)
  Ratio of net investment income to average net assets  . .     4.70%(c)     4.44%(c)      3.89%(c)        4.27%(c)       4.19%(c)
  Ratio of expenses to average net assets *   . . . . . . .     0.97%(c)     1.33%(c)      2.21%(c)        1.05%(c)       0.91%(c)
  Ratio of net investment income to average net assets *  .     4.38%(c)     4.01%(c)      3.25%(c)        4.25%(c)       3.98%(c)
  Portfolio Turnover  . . . . . . . . . . . . . . . . . . .    19.75%       19.75%        19.75%          10.00%          5.00%
</TABLE>

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

*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced.  If such voluntary fee reductions had not
    occurred, the ratios would have been as indicated.

(a) Period from date merged.

(b) Not Annualized.

(c) Annualized.

(d) Audited by other auditors.

(e) Period from initial public investment.

(f) Class B Shares commenced offering on March 16, 1995.


See notes to financial statements.

                                                                              73


                                    B-386

<PAGE>   692
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                        OHIO MUNICIPAL BOND FUND
                                                 --------------------------------------------------------------------------
                                                                           YEAR ENDED JUNE 30,
                                                 --------------------------------------------------------------------------
                                                                1995                                  1994
                                                 -------------------------------       ------------------------------------
                                                 FIDUCIARY    CLASS A    CLASS B       FIDUCIARY     CLASS A    CLASS B (a)
                                                 ---------    -------    -------       ---------     -------    -----------
<S>                                              <C>         <C>        <C>            <C>         <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . .  $ 10.58     $ 10.61     $10.68        $ 11.11     $ 11.13      $11.31
                                                 -------     -------     ------        -------     -------      ------
Investment Activities
  Net investment income   . . . . . . . . . . .     0.55        0.53       0.43           0.51        0.50        0.17
  Net realized and unrealized gains
     (losses) from investments  . . . . . . . .     0.07        0.07       0.07          (0.50)      (0.48)      (0.62)
                                                 -------     -------     ------        -------     -------      ------
Total from Investment Activities  . . . . . . .     0.62        0.60       0.50           0.01        0.02       (0.45)
                                                 -------     -------     ------        -------     -------      ------
Distributions
  Net investment income   . . . . . . . . . . .    (0.55)      (0.51)     (0.43)         (0.52)      (0.50)      (0.17)
  In excess of net investment income  . . . . .                (0.02)                                (0.02)      (0.01)
  In excess of net realized gains   . . . . . .                                          (0.02)      (0.02)
                                                 -------     -------     ------        -------     -------      ------
Total Distributions . . . . . . . . . . . . . .    (0.55)      (0.53)     (0.43)         (0.54)      (0.54)      (0.18)
                                                 -------     -------     ------        -------     -------      ------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . .  $ 10.65     $ 10.68     $10.75        $ 10.58     $ 10.61      $10.68
                                                 =======     =======     ======        =======     =======      ======
Total Return (Excludes Sales Charge)  . . . . .     6.07%       5.79%      5.17%          0.07%      (0.05)%     (4.02)%(e)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . .  $79,993     $12,006     $3,209        $93,261     $14,883      $2,043
  Ratio of expenses to average net assets . . .     0.58%       0.82%      1.48%          0.53%       0.78%       1.28%(d)
  Ratio of net investment income to average  
     net assets   . . . . . . . . . . . . . . .     5.29%       5.01%      4.40%          4.76%       4.63%       4.23%(d)
  Ratio of expenses to average net assets * . .     0.91%       1.25%      1.91%          0.86%       1.21%       1.68%(d)
  Ratio of net investment income to average   
     net assets *   . . . . . . . . . . . . . .     4.96%       4.58%      3.97%          4.43%       4.20%       3.83%(d)
  Portfolio Turnover  . . . . . . . . . . . . .    77.69%      77.69%     77.69%         16.77%      16.77%      16.77%

<CAPTION>
                                                            OHIO MUNICIPAL BOND FUND
                                                 -------------------------------------------------
                                                               YEAR ENDED JUNE 30,
                                                 -------------------------------------------------
                                                          1993                      1992
                                                 --------------------   --------------------------
                                                 FIDUCIARY    CLASS A   FIDUCIARY (b)  CLASS A (c)
                                                 ---------    -------   -------------  -----------
<S>                                              <C>         <C>         <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD . . . . . . . . . . . . .  $ 10.48     $ 10.48     $ 10.00        $10.29
                                                 -------     -------     -------        ------
Investment Activities
  Net investment income   . . . . . . . . . . .     0.54        0.52        0.56          0.20
  Net realized and unrealized gains
     (losses) from investments  . . . . . . . .     0.62        0.64        0.47          0.21
                                                 -------     -------     -------        ------
Total from Investment Activities  . . . . . . .     1.16        1.16        1.03          0.41
                                                 -------     -------     -------        ------
Distributions
  Net investment income   . . . . . . . . . . .    (0.53)      (0.51)      (0.55)        (0.22)
  In excess of net investment income  . . . . .
  In excess of net realized gains   . . . . . .  -------     -------     -------        ------

Total Distributions . . . . . . . . . . . . . .    (0.53)      (0.51)      (0.55)        (0.22)
                                                 -------     -------     -------        ------
NET ASSET VALUE,
  END OF PERIOD . . . . . . . . . . . . . . . .  $ 11.11     $ 11.13     $ 10.48        $10.48
                                                 =======     =======     =======        ======
Total Return (Excludes Sales Charge)  . . . . .    11.43%      11.40%      10.64%(d)     10.85%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   . . . . .  $74,792     $13,092     $45,199        $   41
  Ratio of expenses to average net assets . . .     0.55%       0.77%       0.63%(d)      1.01%(d)
  Ratio of net investment income to average
     net assets   . . . . . . . . . . . . . . .     5.14%       4.85%       5.61%(d)      5.16%(d)
  Ratio of expenses to average net assets * . .     0.94%       1.25%       1.21%(d)      1.40%(d)
  Ratio of net investment income to average
     net assets *   . . . . . . . . . . . . . .     4.75%       4.37%       5.03%(d)      4.77%(d)
  Portfolio Turnover  . . . . . . . . . . . . .    26.67%      26.67%       9.78%         9.78%
<FN>

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

*   During the period the investment advisory, 12b-1, and administration fees
    were voluntarily reduced. If such voluntary fee reductions had not occurred,
    the ratios would have been as indicated.
(a) Class B Shares commenced offering on January 14, 1994.
(b) The Fund commenced operations on July 2, 1991.
(c) Class A Shares commenced offering on February 18, 1992.
(d) Annualized.
(e) Not Annualized.

</TABLE>

See notes to financial statements.


74


                                    B-387

<PAGE>   693

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1995



To the Shareholders and Board of
  Trustees of The One Group:

We have audited the accompanying statements of assets and liabilities of the
Government ARM Fund, the Limited Volatility Bond Fund, the Intermediate Bond
Fund, the Government Bond Fund, the Income Bond Fund, the Intermediate Tax-Free
Bond Fund, the Tax-Free Bond Fund, the Kentucky Municipal Bond Fund, and the
Ohio Municipal Bond Fund (nine series of The One Group), including the schedule
of portfolio investments, as of June 30, 1995, and the related statements of
operations, the statements of changes in net assets and financial highlights for
each of the periods indicated herein. These financial statements and financial
highlights are the responsibility of The One Group's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The financial highlights for the year
ended June 30, 1993 and for the period from February 28, 1992 (commencement of
operations) to June 30, 1992 for the Intermediate Bond Fund were audited by
other auditors whose report dated August 25, 1993 expressed an unqualified
opinion on the financial highlights. The statement of operations for the period
from February 1, 1994 to January 19, 1995 and the statement of changes in net
assets and the financial highlights for the period from February 1, 1994 to
January 19, 1995 and the period from March 12, 1993 (commencement of operations)
to January 31, 1994 for the Kentucky Municipal Bond Fund were audited by other
auditors whose report dated April 6, 1995 expressed an unqualified opinion on
these statements and the financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Government ARM Fund, the Limited Volatility Bond Fund, the Intermediate Bond
Fund, the Government Bond Fund, the Income Bond Fund, the Intermediate Tax-Free
Bond Fund, the Tax-Free Bond Fund, the Kentucky Municipal Bond Fund, and the
Ohio Municipal Bond Fund of The One Group as of June 30, 1995, the results of
their operations, the changes in their net assets, and the financial highlights
for each of the periods indicated herein, in conformity with generally accepted
accounting principles.



Boston, Massachusetts                                   Coopers & Lybrand L.L.P.
August 18, 1995





                                                                              75


                                    B-388

<PAGE>   694
THE ONE GROUP FAMILY OF MUTUAL FUNDS
Treasury Only Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                        SECURITY                               AMORTIZED 
 AMOUNT                        DESCRIPTION                                 COST
- ---------                      -----------                              ---------
<S>                                                                     <C>
U.S. TREASURY BILLS (57.8%):
$25,000  6.14%, 8/10/95  . . . . . . . . . . . . . . . . . . . . . . .  $ 24,829 
  5,191  5.66%, 8/24/95  . . . . . . . . . . . . . . . . . . . . . . .     5,147
 16,017  5.68%, 8/24/95  . . . . . . . . . . . . . . . . . . . . . . .    15,880
  1,800  5.72%, 8/24/95  . . . . . . . . . . . . . . . . . . . . . . .     1,785
  2,806  5.51%, 9/7/95 . . . . . . . . . . . . . . . . . . . . . . . .     2,777
  3,516  5.59%, 9/7/95 . . . . . . . . . . . . . . . . . . . . . . . .     3,479
 12,443  5.59%, 9/7/95 . . . . . . . . . . . . . . . . . . . . . . . .    12,312
  7,281  5.48%, 9/14/95  . . . . . . . . . . . . . . . . . . . . . . .     7,198
 48,639  5.47%, 9/21/95  . . . . . . . . . . . . . . . . . . . . . . .    48,033
  1,451  5.42%, 9/28/95  . . . . . . . . . . . . . . . . . . . . . . .     1,432
 11,000  5.47%, 9/28/95  . . . . . . . . . . . . . . . . . . . . . . .    10,851
    416  5.49%, 9/28/95  . . . . . . . . . . . . . . . . . . . . . . .       410
 10,000  5.82%, 10/26/95 . . . . . . . . . . . . . . . . . . . . . . .     9,811
    331  5.61%, 11/2/95  . . . . . . . . . . . . . . . . . . . . . . .       325
  1,280  5.68%, 11/16/95 . . . . . . . . . . . . . . . . . . . . . . .     1,252
 20,000  5.68%, 11/16/95 . . . . . . . . . . . . . . . . . . . . . . .    19,565
  1,962  5.38%, 12/21/95 . . . . . . . . . . . . . . . . . . . . . . .     1,911
                                                                        --------
Total U.S. Treasury Bills                                                166,997
                                                                        --------
U.S. TREASURY NOTES (41.5%):
 50,000  8.88%, 7/15/95  . . . . . . . . . . . . . . . . . . . . . . .    50,056
 50,000  4.63%, 8/15/95  . . . . . . . . . . . . . . . . . . . . . . .    49,934
 20,000  4.00%, 1/31/96  . . . . . . . . . . . . . . . . . . . . . . .    19,791
                                                                        --------
Total U.S. Treasury Notes                                                119,781
                                                                        --------
Total Investments (Cost--$286,778)(a)                                   $286,778
                                                                        ========
<FN>
- ---------
Percentages indicated are based on net assets of $288,697.

(a)  Cost for federal income tax and financial reporting purposes are the same.
</TABLE>


See notes to financial statements.


                                                                               7


                                    B-389
<PAGE>   695

THE ONE GROUP FAMILY OF MUTUAL FUNDS
Government Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS FUNDS                            JUNE 30, 1995
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                        SECURITY                               AMORTIZED 
 AMOUNT                        DESCRIPTION                                 COST
- ---------                      -----------                              ---------
<S>                                                                     <C>
U.S. Government Agencies (53.6%):
Federal Farm Credit Bank:
$ 23,000  6.09%, 9/8/95 . . . . . . . . . . . . . . . . . . . . . . .   $ 22,732
  14,000  5.99%, 9/29/95  . . . . . . . . . . . . . . . . . . . . . .     13,790
   5,000  5.97%, 3/4/96 . . . . . . . . . . . . . . . . . . . . . . .      4,795
  10,250  6.38%, 5/1/96 . . . . . . . . . . . . . . . . . . . . . . .     10,250
  10,000  5.80%, 5/3/96 . . . . . . . . . . . . . . . . . . . . . . .      9,505
Federal Home Loan Bank:
  10,000  6.18%, 12/18/95 . . . . . . . . . . . . . . . . . . . . . .      9,708
   5,240  8.10%, 3/25/96  . . . . . . . . . . . . . . . . . . . . . .      5,304
   6,600  6.43%, 7/17/96  . . . . . . . . . . . . . . . . . . . . . .      6,601
Federal Home Loan Mortgage Corp.:
  14,000  5.95%, 3/29/96  . . . . . . . . . . . . . . . . . . . . . .     13,371
  10,000  5.86%, 5/1/96 . . . . . . . . . . . . . . . . . . . . . . .      9,503
Federal National Mortgage Assoc.:
  13,865  6.03%, 8/8/95 . . . . . . . . . . . . . . . . . . . . . . .     13,777
  20,000  6.26%*, 8/14/95 . . . . . . . . . . . . . . . . . . . . . .     19,848
  20,000  6.04%, 8/28/95  . . . . . . . . . . . . . . . . . . . . . .     19,805
  18,400  6.00%, 9/21/95  . . . . . . . . . . . . . . . . . . . . . .     18,149
   4,000  5.55%*, 6/2/99  . . . . . . . . . . . . . . . . . . . . . .      4,000
  20,000  5.58%*, 7/26/99 . . . . . . . . . . . . . . . . . . . . . .     20,000
  10,000  5.58%*, 9/22/99 . . . . . . . . . . . . . . . . . . . . . .     10,000
Student Loan Marketing Assoc:
  30,000  5.68%*, 10/14/97  . . . . . . . . . . . . . . . . . . . . .     29,978
  25,000  5.70%*, 11/24/97  . . . . . . . . . . . . . . . . . . . . .     25,000
  25,000  5.70%*, 9/28/98 . . . . . . . . . . . . . . . . . . . . . .     25,000
  40,000  5.68%*, 11/10/98  . . . . . . . . . . . . . . . . . . . . .     40,000
  10,000  5.72%*, 1/13/99 . . . . . . . . . . . . . . . . . . . . . .      9,999
  10,000  5.72%*, 2/8/99  . . . . . . . . . . . . . . . . . . . . . .     10,000
  25,000  5.71%*, 2/22/99 . . . . . . . . . . . . . . . . . . . . . .     25,000
  10,000  5.73%*, 8/2/99  . . . . . . . . . . . . . . . . . . . . . .      9,994
                                                                        --------
Total U.S. Government Agencies                                           386,109
                                                                        --------
U.S. TREASURY BILLS (1.3%):
$ 10,000  5.92%, 5/2/96 . . . . . . . . . . . . . . . . . . . . . . .      9,497
                                                                        --------
Total U.S. Treasury Bills                                                  9,497
                                                                        --------
Total Investments                                                        395,606
                                                                        --------
REPURCHASE AGREEMENTS (45.1%):
  85,000  Hong Kong Shanghai Banc Corp., 6.19%, 
            7/3/95, dated 6/30/95 (Collateralized by 
            $84,269 various government securities, 
            0.00%-9.55%, 7/5/95-3/22/05, market
            value-$85,865)  . . . . . . . . . . . . . . . . . . . . .     85,000
 140,040  Lehman Brothers Holdings Inc., 6.20%, 
            7/3/95, dated 6/30/95 (Collateralized by 
            $143,653 various government securities, 
            7/3/95-5/3/96, market value-$142,841) . . . . . . . . . .    140,040
 100,000  Prudential Securities, 6.20%, 
            7/3/95, dated 6/30/95 (Collateralized by 
            $143,998 various government securities, 
            0.00%-9.88%, 9/20/95-1/1/29, market 
            value-$101,314)   . . . . . . . . . . . . . . . . . . . .    100,000
                                                                        --------
Total Repurchase Agreements                                              325,040
                                                                        --------
Total (Cost--$720,646)(a)                                               $720,646
                                                                        ========
<FN>
- ----------
Percentages indicated are based on net assets of $720,699.

(a)  Cost for federal income tax and financial reporting purposes are the same.

*    Variable Rate Securities that have interest rates that change weekly based
     on the 3 month treasury bill bond equivalent yield. The final maturity date
     is stated, however, the maturity date for valuation purposes is the next
     reset date. The rate shown on the Schedule of Portfolio Investments is the
     reset rate in effect on 6/30/95.
</TABLE>

See notes to financial statements.

8


                                    B-390
<PAGE>   696

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1995


<TABLE>
<CAPTION>
                                                       (Amounts in Thousands 
                                                      except per share amounts)

                                                   TREASURY ONLY       GOVERNMENT
                                                    MONEY MARKET      MONEY MARKET 
                                                        FUND              FUND
                                                   -------------      ------------
<S>                                                   <C>               <C>      
ASSETS:
Investments, at value . . . . . . . . . . . . . .     $286,778          $395,606 
Repurchase agreements . . . . . . . . . . . . . .                        325,040
                                                      --------          --------
                                                       286,778           720,646 
Cash  . . . . . . . . . . . . . . . . . . . . . .            2 
Interest receivable . . . . . . . . . . . . . . .        3,232             2,505
Receivable from advisor . . . . . . . . . . . . .                              3
Prepaid expenses and other assets . . . . . . . .            1                 3
Deferred organization costs . . . . . . . . . . .           11                63
                                                      --------          --------
TOTAL ASSETS  . . . . . . . . . . . . . . . . . .      290,024           723,220

LIABILITIES:
Dividends payable . . . . . . . . . . . . . . . .        1,200             2,218 
Accrued expenses and other payables:
 Investment advisory fees  . . . . . . . . . . . .          19                46 
 Administration fees . . . . . . . . . . . . . . .          12                29 
 Other . . . . . . . . . . . . . . . . . . . . . .          96               228
                                                      --------          --------
TOTAL LIABILITIES . . . . . . . . . . . . . . . .        1,327             2,521
                                                      --------          --------
NET ASSETS:
Capital . . . . . . . . . . . . . . . . . . . . .      288,676           720,773 
Accumulated undistributed net realized gains 
 (losses) from investment transactions  . . . . .           21               (74)
                                                      --------          --------
NET ASSETS  . . . . . . . . . . . . . . . . . . .     $288,697          $720,699
                                                      ========          ========
Outstanding shares of beneficial interest--
 Institutional Shares . . . . . . . . . . . . . .      288,676           720,773
                                                      ========          ========
Net asset value--offering and redemption 
 price per share  . . . . . . . . . . . . . . . .        $1.00             $1.00 
                                                      ========          ========
Investments, at amortized cost  . . . . . . . . .     $286,778          $720,646
                                                      ========          ========
</TABLE>


See notes to financial statements.

                                                                               9


                                    B-391
<PAGE>   697
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                       FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                          (Amounts in Thousands) 

                                                        TREASURY        GOVERNMENT 
                                                       ONLY MONEY         MONEY
                                                         MARKET           MARKET 
                                                          FUND             FUND
                                                       ----------       ----------
<S>                                                    <C>              <C>    
INVESTMENT INCOME:
Interest income . . . . . . . . . . . . . . . . . .      $13,252         $39,811

EXPENSES:
Investment advisory fees  . . . . . . . . . . . . .          198             579 
Administration fees . . . . . . . . . . . . . . . .          147             409 
Custodian and accounting fees . . . . . . . . . . .           49             142
Legal and audit fees  . . . . . . . . . . . . . . .           43             121 
Organization costs  . . . . . . . . . . . . . . . .            5              27 
Trustees' fees and expenses . . . . . . . . . . . .            9              13
Transfer agent fees . . . . . . . . . . . . . . . .           19              19 
Registration and filing fees  . . . . . . . . . . .           25             292 
Printing costs  . . . . . . . . . . . . . . . . . .           14              29
Other . . . . . . . . . . . . . . . . . . . . . . .           14              41 
                                                         -------         -------
Total expenses before waivers/reimbursements  . . .          523           1,672 
Less waivers/reimbursements . . . . . . . . . . . .          (17)           (125) 
                                                         -------         -------
NET EXPENSES  . . . . . . . . . . . . . . . . . . .          506           1,547 
                                                         -------         -------
Net Investment Income . . . . . . . . . . . . . . .       12,746          38,264 
                                                         -------         -------
REALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) from investment 
 transactions   . . . . . . . . . . . . . . . . . .           29             (66) 
                                                         -------         -------
Net increase in net assets resulting from 
 operations . . . . . . . . . . . . . . . . . . . .      $12,775         $38,198
                                                         =======         =======
</TABLE>

See notes to financial statements.

10


                                    B-392
<PAGE>   698

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS             FOR THE YEAR ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                            (Amounts in Thousands)

                                                            TREASURY ONLY MONEY             GOVERNMENT MONEY MARKET
                                                                MARKET FUND                           FUND
                                                       ----------------------------      ----------------------------
                                                        YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED       
                                                         JUNE 30,         JUNE 30,         JUNE 30,         JUNE 30, 
                                                          1995              1994             1995             1994
                                                       -----------      -----------      -----------      -----------
<S>                                                    <C>              <C>              <C>              <C>        
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income . . . . . . . . . . . .     $    12,746      $     5,499      $    38,264      $    17,918
     Net realized gains (losses) from investment
       transactions  . . . . . . . . . . . . . . .              29               (6)             (66)              (8)
                                                       -----------      -----------      -----------      -----------
Change in net assets resulting from operations . .          12,775            5,493           38,198           17,910
                                                       -----------      -----------      -----------      -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income . . . . . . . . . . . .         (12,746)          (5,499)         (38,264)         (17,918)
                                                       -----------      -----------      -----------      -----------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued . . . . . . . . .         894,833          939,006        2,818,461        1,934,259
     Dividends reinvested  . . . . . . . . . . . .           1,574            1,095           12,982            5,040
     Cost of shares redeemed . . . . . . . . . . .        (825,464)        (782,700)      (2,802,931)      (1,492,029)
                                                       -----------      -----------      -----------      -----------
Change in net assets from share transactions . . .          70,943          157,401           28,512          447,270
                                                       -----------      -----------      -----------      -----------
Change in Net Assets . . . . . . . . . . . . . . .          70,972          157,395           28,446          447,262
NET ASSETS:
     Beginning of period . . . . . . . . . . . . .         217,725           60,330          692,253          244,991
                                                       -----------      -----------      -----------      -----------
     End of period . . . . . . . . . . . . . . . .     $   288,697      $   217,725      $   720,699      $   692,253
                                                       ===========      ===========      ===========      ===========

SHARE TRANSACTIONS:
     Issued  . . . . . . . . . . . . . . . . . . .         894,833          939,006        2,818,461        1,934,259
     Reinvested  . . . . . . . . . . . . . . . . .           1,574            1,095           12,982            5,040
     Redeemed  . . . . . . . . . . . . . . . . . .        (825,464)        (782,700)      (2,802,931)      (1,492,029)
                                                       -----------      -----------      -----------      -----------
Change in shares . . . . . . . . . . . . . . . . .          70,943          157,401           28,512          447,270
                                                       ===========      ===========      ===========      ===========
</TABLE>


See notes to financial statements.


                                                                              11


                                    B-393
<PAGE>   699

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1995


1.   ORGANIZATION:

     The One Group (the "Trust") is registered under the Investment Company Act
     of 1940, as amended (the "1940 Act"), as a diversified, open-end investment
     company established as a Massachusetts business trust. The Trust is
     registered to offer five classes of shares: Fiduciary, Class A, Class B,
     Institutional, and Service. The Trust currently offers twenty-four funds.
     The accompanying financial statements and financial highlights are those of
     the Treasury Only Money Market Fund and the Government Money Market Fund
     (individually, a "Fund" collectively, the "Funds") only.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies in conformity
     with generally accepted accounting principles consistently followed by the
     Trust in preparation of its financial statements.

        SECURITY VALUATION:

        Securities are valued utilizing the amortized cost method permitted in
        accordance with Rule 2a-7 under the 1940 Act. Under the amortized cost
        method, discount or premium is amortized on a constant basis to the
        maturity of the security. In addition, the Funds may not (a) purchase
        any instrument with a remaining maturity greater than thirteen months
        unless such instrument is subject to a demand feature, or (b) maintain a
        dollar-weighted average maturity which exceeds 90 days.

        REPURCHASE AGREEMENTS:

        The Funds may invest in repurchase agreements with institutions that the
        Fund's investment advisor has determined are creditworthy. Each
        repurchase agreement is recorded at cost. The Fund requires that the
        securities purchased in a repurchase transaction be transferred to the
        custodian in a manner sufficient to enable the Fund to obtain those
        securities in the event of a counterparty default. The seller, under the
        repurchase agreement, is required to maintain the value of the
        securities held at not less than the repurchase price, including accrued
        interest.

        SECURITY TRANSACTIONS AND RELATED INCOME:

        Security transactions are accounted for on a trade date basis. Net
        realized gains or losses on sales of securities are determined on the
        specific identification cost method. Interest income and expenses are
        recognized on the accrual basis. Interest income, including any discount
        or premium, is accrued as earned using the effective interest method.

        EXPENSES:

        Expenses directly attributable to a Fund are charged directly to that
        Fund, while the expenses which are attributable to more than one Fund of
        the Trust are allocated among the respective Funds.

        DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

        Dividends from net investment income are declared daily and paid
        monthly. Net income for this purpose consists of interest accrued and
        discount earned (including both original issue discount and market
        discount) less amortization of any market premium and accrued expenses.
        Net realized capital gains, if any, are distributed at least annually.

        Net investment income and net capital gain distributions are determined
        in accordance with income tax regulations which may differ from
        generally accepted accounting principles. These differences are
        primarily due to differing treatments for expiring capital loss
        carryforwards and deferrals of certain losses.

Continued

12



                                    B-394
<PAGE>   700
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995


        ORGANIZATION COSTS:

        Costs incurred by the Trust in connection with its organization,
        including the fees and expenses of registering and qualifying its shares
        for distribution have been deferred and are being amortized using the
        straight-line method over a period of five years beginning with the
        commencement of each Fund's operations. All such costs have been
        allocated among the Funds of the Trust pro-rata, based on the relative
        net assets of each Fund. In the event that any of the initial shares are
        redeemed during such period by any holder thereof, the related Fund will
        be reimbursed by such holder for any unamortized organization costs in
        the proportion as the number of initial shares being redeemed bears to
        the number of initial shares outstanding at the time of redemption.

        FEDERAL INCOME TAXES:

        Each Fund intends to continue to qualify as a regulated investment
        company by complying with the provisions available to certain investment
        companies as defined in applicable sections of the Internal Revenue
        Code, and to make distributions of net investment income and net
        realized capital gains sufficient to relieve it from all, or
        substantially all, federal income taxes.

3.   SHARES OF BENEFICIAL INTEREST:

     The Trust has an unlimited number of shares of beneficial interest, with no
     par value which may, without shareholder approval, be divided into an
     unlimited number of series of such shares and any series may be classified
     or reclassified into one or more classes. Currently, shares of the Trust
     are registered to be offered through thirty series and five classes:
     Fiduciary, Class A, Class B, Institutional and Service. Shareholders are
     entitled to one vote for each full share held and will vote in the
     aggregate and not by class or series, except as otherwise expressly
     required by law or when the Board of Trustees has determined that the
     matter to be voted on affects only the interest of shareholders of a
     particular class or series.

4.   INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENTS:

     The Trust and Banc One Investment Advisors Corporation (the "Advisor") are
     parties to an investment advisory agreement under which the Advisor is
     entitled to receive a fee, computed daily and paid monthly, at an annual
     rate of 0.08% of the average daily net assets of each Fund.

     The Trust and 440 Financial Group of Worcester ("440 Financial") are
     parties to an administrative agreement under which 440 Financial (the
     "Administrator") provides services for a fee that is computed daily and
     payable monthly, at an annual rate of 0.05% of each Fund's average daily
     net assets. Effective April 1, 1995, The Shareholder Services Group, Inc,
     d/b/a 440 Financial became the Administrator to the Trust. Also effective
     April 1, 1995, the Advisor became the Sub-Administrator pursuant to an
     agreement between the Administrator and the Advisor. The Advisor assumed
     many of the administrative duties, for which it receives a fee paid by the
     Administrator.

     Certain officers of the Trust are also officers of the Administrator. Such
     officers receive no compensation from the Funds for serving in their
     respective roles.

Continued

                                                                              13



                                    B-395
<PAGE>   701
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1995

     The Advisor and Administrator have voluntarily agreed to waive a portion of
     their fees and to reimburse the Funds for certain expenses so that total
     expenses of each Fund would not exceed certain annual expense limitations.
     For the year ended June 30, 1995, fees in the following amounts were waived
     or reimbursed to the Funds:

<TABLE>
<CAPTION>
                                                                       GOVERNMENT
                                                 TREASURY ONLY           MONEY
                                                     MONEY               MARKET
                                                  MARKET FUND             FUND
                                                 -------------         ----------
<S>                                                <C>                 <C>     
INVESTMENT ADVISOR FEES:
  Waivers/reimbursements .............              $16,794             $101,302
ADMINISTRATION FEES:
  Waivers/reimbursements .............                                  $ 23,414
</TABLE>

5.   FEDERAL TAX INFORMATION:

     As of June 30, 1995, the Government Money Market Fund had the following
     capital loss carryforwards which are available to offset future capital
     gains, if any:


<TABLE>
    <S>                                                   <C>     
     Expiring in 2002  . . . . . . . . . . . . . . .      $ 7,782 
     Expiring in 2003  . . . . . . . . . . . . . . .      $26,184
                                                          -------
                                                          $33,966
                                                          =======
</TABLE>

     Under current tax law, capital losses realized after October 31 may be
     deferred and treated as occurring on the first day of the fiscal year ended
     June 30, 1996. Losses deferred for the Government Money Market Fund
     amounted to $39,961 at June 30, 1995.


14



                                    B-396
<PAGE>   702

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995


<TABLE>
<CAPTION>
                                                                           TREASURY ONLY MONEY MARKET FUND
                                                                     ---------------------------------------------
                                                                                                          APRIL 16,
                                                                     FOR THE YEAR ENDED JUNE 30,           1993 TO
                                                                     ---------------------------           JUNE 30,
                                                                      1995                1994             1993(a)
                                                                     --------           --------          ---------
<S>                                                                  <C>                <C>                <C>     
NET ASSET VALUE, BEGINNING OF PERIOD .  . . . . . . . . . .          $  1.000           $  1.000           $ 1.000
                                                                     --------           --------           -------
Investment Activities
  Net investment income . . . . . . . . . . . . . . . . . .             0.051              0.032             0.006
                                                                     --------           --------           -------
Distributions
  Net investment income . . . . . . . . . . . . . . . . . .            (0.051)            (0.032)           (0.006)
                                                                     --------           --------           -------
NET ASSET VALUE, END OF PERIOD  . . . . . . . . . . . . . .          $  1.000           $  1.000           $ 1.000
                                                                     ========           ========           =======
Total Return  . . . . . . . . . . . . . . . . . . . . . . .              5.22%              3.23%             2.96%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . .          $288,697           $217,725           $60,330
  Ratio of expenses to average net assets . . . . . . . . .              0.20%              0.15%             0.07%(b)
  Ratio of net investment income to average net assets  . .              5.14%              3.23%             2.95%(b)
  Ratio of expenses to average net assets*  . . . . . . . .              0.21%              0.22%             0.33%(b)
  Ratio of net investment income to average net assets* . .              5.13%              3.16%             2.69%(b)
<FN>

- ---------
*    During the period, certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.

(a)  Period from commencement of operations.

(b)  Annualized.
</TABLE>


See notes to financial statements.

                                                                              15


                                    B-397
<PAGE>   703

THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                               JUNE 30, 1995

<TABLE>
<CAPTION>
                                                                           GOVERNMENT MONEY MARKET FUND
                                                                  ----------------------------------------------
                                                                                                        JUNE 14,
                                                                  FOR THE YEAR ENDED JUNE 30,           1993 TO
                                                                  ---------------------------           JUNE 30,
                                                                    1995               1994             1993(a)
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>     
NET ASSET VALUE, BEGINNING OF PERIOD  . . . . . . . . . . .       $  1.000           $  1.000           $  1.000
                                                                  --------           --------           --------
Investment Activities
  Net investment income . . . . . . . . . . . . . . . . . .          0.053              0.033              0.001
                                                                  --------           --------           --------
Distributions
  Net investment income . . . . . . . . . . . . . . . . . .         (0.053)            (0.033)            (0.001)
                                                                  --------           --------           --------
NET ASSET VALUE, END OF PERIOD  . . . . . . . . . . . . . .       $  1.000           $  1.000           $  1.000
                                                                  ========           ========           ========
Total Return  . . . . . . . . . . . . . . . . . . . . . . .           5.41%              3.40%              3.28%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000) . . . . . . . . . . . .       $720,699           $692,253           $244,991
  Ratio of expenses to average net assets . . . . . . . . .           0.21%              0.11%              0.07%(b)
  Ratio of net investment income to average net assets  . .           5.28%              3.41%              3.13%(b)
  Ratio of expenses to average net assets*  . . . . . . . .           0.22%              0.20%              0.33%(b)
  Ratio of net investment income to average net assets* . .           5.27%              3.32%              2.87%(b)
<FN>

- ----------
*    During the period, certain fees were voluntarily reduced. If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.

(a)  Period from commencement of operations.

(b)  Annualized.
</TABLE>

See notes to financial statements.


16


                                    B-398
<PAGE>   704
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1995


To the Shareholders and Board of Trustees of
  The One Group:

We have audited the accompanying statements of assets and liabilities of the
Treasury Only Money Market Fund and the Government Money Market Fund (two series
of The One Group), including the schedules of portfolio investments, as of June
30, 1995, and the related statements of operations for the year then ended, the
statements of changes in net assets for the two years in the period then ended,
and financial highlights for each of the periods indicated herein. These
financial statements and financial highlights are the responsibility of The One
Group's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Treasury Only Money Market Fund and the Government Money Market Fund of The One
Group as of June 30, 1995, the results of their operations for the year then
ended, the changes in their net assets for the two years in the period then
ended, and the financial highlights for each of the periods indicated herein, in
conformity with generally accepted accounting principles.

Boston, Massachusetts                                   Coopers & Lybrand L.L.P.
August 18, 1995


                                                                              17



                                    B-399
<PAGE>   705


                                    APPENDIX
                                    --------

The nationally recognized statistical rating organizations (individually, an
"NRSRO") that may be utilized by the Advisers or the Sub-Advisers with regard to
portfolio investments for the Funds include Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff"), Fitch Investors Service, Inc. ("Fitch"), IBCA Limited and its
affiliate, IBCA Inc. (collectively, "IBCA"), and Thomson BankWatch, Inc.
("Thomson"). Set forth below is a description of the relevant ratings of each
such NRSRO. The NRSROs that may be utilized by the Advisers or the Sub-Advisers
and the description of each NRSRO's ratings is as of the date of this Statement
of Additional Information, and may subsequently change.

LONG-TERM DEBT RATINGS (may be assigned, for example, to corporate and municipal
bonds)

Description of the debt ratings by Moody's (Moody's applies numerical modifiers
(1, 2, and 3) in each rating category to indicate the security's ranking within
the category):

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

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

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

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



                                      400
<PAGE>   706


         Ba       Bonds rated Ba are more uncertain and have speculative
                  elements. The protection of interest and principal payments is
                  not well safeguarded during good and bad times.

         B        Bonds rated B lack the characteristics of a desirable
                  investment; i.e., potentially low assurance of timely interest
                  and principal payments or maintenance of other contract terms
                  over time.

         Caa      Bonds rated Caa have poor standing and may be in default.
                  These bonds carry an element of danger with respect to
                  principal and interest payments.

         C        Bonds rated Ca are speculative to a high degree and could be
                  in default or have other marked shortcomings. C is the lowest
                  rating. Bonds in this category have extremely poor prospects
                  of ever attaining investment standing.

Description of the debt ratings by S&P (S&P may apply a plus (+) or minus (-) to
a particular rating classification to show relative standing within that
classification):

         AAA      Debt rated AAA has the highest rating assigned by S&P.
                  Capacity to pay interest and repay principal is extremely
                  strong.

         AA       Debt rated AA has a very strong capacity to pay interest and
                  repay principal and differs from the higher rated issues only
                  in small degree.

         A        Debt rated A has a strong capacity to pay interest and repay
                  principal although it is somewhat more susceptible to the
                  adverse effects of changes in circumstances and economic
                  conditions than debt in higher rated categories.

         BBB      Debt rated BBB is regarded as having an adequate capacity to
                  pay interest and repay principal. Whereas it normally exhibits
                  adequate protection parameters, adverse economic conditions or
                  changing circumstances are more likely to lead to a weakened
                  capacity to pay interest and repay principal for debt in this
                  category than in higher rated categories.

         BB       Bonds rated BB have less near-term vulnerability to default
                  than other speculative issues. However, they face major
                  ongoing uncertainties or exposure to adverse business,
                  financial or economic conditions which could lead to
                  inadequate capacity to meet timely interest and principal
                  payments. The BB rating category is also used for debt
                  subordinated to senior debt that is assigned an actual or
                  implied BBB rating.

         B        Bonds rated B have a greater vulnerability to default but
                  currently have the capacity to meet interest payments and
                  principal repayments. Adverse business, financial, or economic
                  conditions will likely impair capacity or


                                      401
<PAGE>   707


                  willingness to pay interest and repay principal. The B rating
                  category is also used for debt subordinated to senior debt
                  that is assigned an actual or implied BB or BB- rating.

         CCC      Bonds rated CCC have currently identifiable vulnerability to
                  default, and are dependent upon favorable business, financial,
                  and economic conditions to meet timely payment of interest and
                  repayment of principal. In the event of adverse business,
                  financial, or economic conditions, they are not likely to have
                  the capacity to pay interest and repay principal. The CCC
                  rating category is also used for debt subordinated to senior
                  debt that is assigned an actual or implied B or B- rating.

         CC       The rating CC typically is applied to debt subordinated to
                  senior debt that is assigned an actual or implied CCC rating.

         C        The rating C typically is applied to debt subordinated to
                  senior debt that is assigned an actual or implied CCC rating.
                  The C ratings may be used to cover a situation where a
                  bankruptcy petition has been filed, but debt service payments
                  are continued.

         CI       The rating CI is reserved for income bonds on which no income
                  is being paid.

         D        Bonds rated D are in payment default. The D rating category is
                  used when interest payments or principal payments are not made
                  on the date due, even if the applicable grace period has not
                  expired, unless Standard & Poor believes that such payments
                  will be made during such grace period. The D rating also will
                  be used upon the filing of a bankruptcy petition if debt
                  service payments are jeopardized.

         +/-      Plus (+) or minus (-). Ratings from AA to CCC may be modified
                  by the addition of a plus or minus sign to show relative
                  standing within the major rating categories.

Description of the three highest long-term debt ratings by Duff:

         AAA      Highest credit quality. The risk factors are negligible being
                  only slightly more than for risk-free U.S. Treasury debt.

         AA+      High credit quality.  Protection factors are strong.

         AA       Risk is modest but may vary slightly from time to time because
                  of economic conditions.



                                      402
<PAGE>   708


         A+       Protection factors are average but adequate. However, risk
                  factors are more variable and greater in periods of economic
                  stress.

Description of the three highest long-term debt ratings by Fitch (plus or minus
signs are used with a rating symbol to indicate the relative position of the
credit within the rating category):

         AAA      Bonds considered to be investment grade and of the highest
                  credit quality. The obligor has an exceptionally strong
                  ability to pay interest and repay principal, which is unlikely
                  to be affected by reasonably foreseeable events.

         AA       Bonds considered to be investment grade and of very high
                  credit quality. The obligor's ability to pay interest and
                  repay principal is very strong, although not quite as strong
                  as bonds rated "AAA." Because bonds rated in the "AAA" and
                  "AA" categories are not significantly vulnerable to
                  foreseeable future developments, short-term debt of these
                  issues is generally rated "[-]+."

         A        Bonds considered to be investment grade and of high credit
                  quality. The obligor's ability to pay interest and repay
                  principal is considered to be strong, but may be more
                  vulnerable to adverse changes in economic conditions and
                  circumstances than bonds with higher ratings.

IBCA's description of its three highest long-term debt ratings:

         AAA      Obligations for which there is the lowest expectation of
                  investment risk. Capacity for timely repayment of principal
                  and interest is substantial such that adverse changes in
                  business, economic or financial conditions are unlikely to
                  increase investment risk significantly.

         AA       Obligations for which there is a very low expectation of
                  investment risk. Capacity for timely repayment of principal
                  and interest is substantial. Adverse changes in business,
                  economic, or financial conditions may increase investment risk
                  albeit not very significantly.

         A        Obligations for which there is a low expectation of investment
                  risk. Capacity for timely repayment of principal and interest
                  is strong, although adverse changes in business, economic or
                  financial conditions may lead to increased investment risk.

SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its three highest short-term debt ratings:



                                      403
<PAGE>   709


         Prime-1         Issuers rated Prime-1 (or supporting institutions) have
                         a superior capacity for repayment of senior short-term
                         promissory obligations. Prime-1 repayment capacity will
                         normally be evidenced by many of the following
                         characteristics:

                                  -Leading market positions in well-established
                                  industries.

                                  -High rates of return on funds employed.

                                  -Conservative capitalization structures with
                                  moderate reliance on debt and ample asset
                                  protection.

                                  -Broad margins in earnings coverage of fixed
                                  financial charges and high internal cash
                                  generation.

                                  -Well-established access to a range of
                                  financial markets and assured sources of
                                  alternate liquidity.

         Prime-2         Issuers rated Prime-2 (or supporting institutions) have
                         a strong capacity for repayment of senior short-term
                         debt obligations. This will normally be evidenced by
                         many of the characteristics cited above but to a lesser
                         degree. Earnings trends and coverage ratios, while
                         sound, may be more subject to variation. Capitalization
                         characteristics, while still appropriate, may be more
                         affected by external conditions. Ample alternate
                         liquidity is maintained.

         Prime-3         Issuers rated Prime-3 (or supporting institutions) have
                         an acceptable ability for repayment of senior
                         short-term obligations. The effect of industry
                         characteristics and market compositions may be more
                         pronounced. Variability in earnings and profitability
                         may result in changes in the level of debt protection
                         measurements and may require relatively high financial
                         leverage. Adequate alternate liquidity is maintained.

S&P's description of its three highest short-term debt ratings:

         A-1      This designation indicates that the degree of safety regarding
                  timely payment is strong. Those issues determined to have
                  extremely strong safety characteristics are denoted with a
                  plus sign (+).

         A-2      Capacity for timely payment on issues with this designation is
                  satisfactory. However, the relative degree of safety is not as
                  high as for issues designated "A-1."



                                      404
<PAGE>   710


         A-3      Issues carrying this designation have adequate capacity for
                  timely payment. They are, however, more vulnerable to the
                  adverse effects of changes in circumstances than obligations
                  carrying the higher designations.

Duff's description of its three highest short-term debt ratings (Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating
category):

         Duff 1+  Highest certainty of timely payment. Short-term liquidity,
                  including internal operating factors and/or access to
                  alternative sources of funds, is outstanding, and safety is
                  just below risk-free U.S. Treasury short-term obligations.

         Duff 1   Very high certainty of timely payment. Liquidity factors are
                  excellent and supported by good fundamental protection
                  factors. Risk factors are minor.

         Duff 1-  High certainty of timely payment. Liquidity factors are
                  strong and supported by good fundamental protection factors.
                  Risk factors are very small.

         Duff 2   Good certainty of timely payment. Liquidity factors and
                  company fundamentals are sound. Although ongoing funding needs
                  may enlarge total financing requirements, access to capital
                  markets is good. Risk factors are small.

         Duff 3   Satisfactory liquidity and other protection factors qualify
                  issue as to investment grade. Risk factors are larger and
                  subject to more variation. Nevertheless, timely payment is
                  expected.


Fitch's description of its three highest short-term debt ratings:

         F-1+     Exceptionally Strong Credit Quality. Issues assigned this
                  rating are regarded as having the strongest degree of
                  assurance for timely payment.

         F-1      Very Strong Credit Quality. Issues assigned this rating
                  reflect an assurance of timely payment only slightly less in
                  degree than issues rated F-1+.

         F-2      Good Credit Quality. Issues assigned this rating have a
                  satisfactory degree of assurance for timely payment, but the
                  margin of safety is not as great as for issues assigned F-1+
                  or F-1 ratings.


                                      405
<PAGE>   711


         F-3      Fair Credit Quality. Issues assigned this rating have
                  characteristics suggesting that the degree of assurance for
                  timely payment is adequate, however, near-term adverse changes
                  could cause these securities to be rated below investment
                  grade.

IBCA's description of its three highest short-term debt ratings:

         A+       Obligations supported by the highest capacity for timely
                  repayment.

         A1       Obligations supported by a very strong capacity for timely
                  repayment.

         A2       Obligations supported by a strong capacity for timely
                  repayment, although such capacity may be susceptible to
                  adverse changes in business, economic or financial conditions.

Short-Term Loan/Municipal Note Ratings
- --------------------------------------

Moody's description of its two highest short-term loan/municipal note ratings:

MIG-1/VMIG-1             This designation denotes best quality. There is present
                         strong protection by established cash flows, superior
                         liquidity support or demonstrated broad-based access to
                         the market for refinancing.

MIG-2/VMIG-2             This designation denotes high quality. Margins of
                         protection are ample although not so large as in the
                         preceding group.

S&P's description of its two highest municipal note ratings:

           SP-1       Very strong or strong capacity to pay principal and
                      interest. Those issues determined to possess overwhelming
                      safety characteristics will be given a plus (+)
                      designation.

           SP-2       Satisfactory capacity to pay principal and interest.

Short-Term Debt Ratings

Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.

BankWatch(TM) Ratings do not constitute a recommendation to buy or sell
securities of any of these companies. Further, BankWatch does not suggest
specific investment criteria for individual clients.



                                      406
<PAGE>   712

The TBW Short-Term Ratings apply to commercial paper, other senior short-term
obligations and deposit obligations of the entities to which the rating has been
assigned.

The TBW Short-Term Ratings apply only to unsecured instruments that have a
maturity of one year or less.

The TBW Short-Term Ratings specifically assess the likelihood of an untimely
payment of principal or interest.

           TBW-1      The highest category; indicates a very high degree of
                      likelihood that principal and interest will be paid on a
                      timely basis.

           TBW-2      The second highest category; while the degree of safety
                      regarding timely repayment of principal and interest is
                      strong, the relative degree of safety is not as high as
                      for issues rated "TBW-1."

           TBW-3      The lowest investment grade category; indicates that while
                      more susceptible to adverse developments (both internal
                      and external) than obligations with higher ratings,
                      capacity to service principal and interest in a timely
                      fashion is considered adequate.

           TBW-4      The lowest rating category; this rating is regarded as
                      non-investment grade and therefore speculative.



                                      407


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission